HomeMy WebLinkAboutContract 1555 REAL ESTATE
PURCHASE AGREEMENT
THIS AGREEMENT is made as ofOcteber / , 2000, between City of Columbia Heights, a
Minnesota municipal corporation ( "Seller "), and Washburn- McReavy Funeral Chapels, Inc., a Minnesota
corporation, or assigns ( "Buyer ").
In consideration of this Agreement, Seller and Buyer agree as follows:
1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the
following property (collectively, "Property "):
(a) Real Property. Seller's interest the real property located in Anoka County, Minnesota described
on the attached Exhibit A ( "Land "), together with (1) all buildings and improvements constructed
or located on the Land ( "Buildings "), and (2) all easements and rights benefiting or appurtenant
to the Land (collectively the "Real Property").
(b) Personal Property. Seller's interest in all of the personal property situated in or about the Real
Property owned by Seller, including without limitation, that described on the inventory attached
to this Agreement as Exhibit B ( "Personal Property ").
(c) Leases. Seller's interest as lessor in all of the leases as described on the rent roll attached to this
Agreement as Exhibit C ( "Leases ").
(d) Contracts. Seller's interest in the service and maintenance contracts, equipment leases and other
contracts regarding the Real Property and the Personal Property described on the attached
Exhibit D ( "Contracts ").
(e) Permits. Seller's interest in the permits and licenses described on attached Exhibit E ( "Permits ").
(f) Warranties. Seller's interest in all warranties and guaranties given to, assigned to or benefiting
Seller or the Real property of the Personal Property regarding the acquisition, construction,
design, use, operation, management or maintenance of the Real Property and the Personal
Property ( "Warranties "), if any.
(g) Plans. Seller's interest in all originals and copies of the as -built blueprints, plans and
specifications regarding the Real Property and the Personal Property, if any, in Seller's
possession ( "Plans ").
2. Purchase Price and Manner of Payment. The total purchase price ( "Purchase Price ") to be
paid by Buyer to Seller for Interest as a tenant -in- common in the Property shall be Three Hundred Seventy -five
Thousand and 00 /100 Dollars ($375,000.00) and shall be payable as follows:
(a) $5,000.00 as earnest money ( "Earnest Money ") to be deposited in a trust account of Commercial
Partners Title, LLC ( "Title ") within three (3) days of the date of the last signature completing the
execution of this Agreement.
(b) The balance of $370,000.00 in certified check or wire transfer to the account of Seller on the Closing
Date as hereinafter defined.
3. Contingencies.
3.1 Buyer General Contingencies. The obligations of Buyer under this Agreement are
contingent upon each of the following:
(a) Title. The status of title shall have been found acceptable, or been made acceptable, in
accordance with the requirements and terms of Section 6 below.
(b) Condition of Property. Buyer obtaining, at Buyer's sole cost and expense, an engineering report
suitable to Buyer stating that the Buildings on the Property are in sound condition.
(c) Governmental Approvals. Buyer obtaining, at Buyer's sole cost and expense, adequate
assurances from all appropriate governmental authorities that the Property can be used for
Buyer's intended purposes. The sufficiency of the assurances must be determined by Buyer in
Buyer's sole discretion.
(d) Hazardous Waste. Buyer obtaining, at Buyer's sole cost and expense, an environmental
assessment from an environmental engineer satisfactory to Buyer showing that the Property is
free of contamination from any hazardous waste, pollutant or contaminant, including but not
limited to asbestos (except as set forth in Paragraph 8(h) below), the release and clean-up of
which is regulated by any federal, state or local governmental agency or entity. The sufficiency
of the report shall be determined by Buyer in Buyer's sole discretion.
(e) Documents. Within ten (10) days after the date of acceptance by Seller of this Agreement, Seller
shall provide Buyer with the following items:
(1) Complete plans and specifications of the building(s) located on the Property, if available;
(2) Existing Plat and As -built survey of the Property, if available;
(3) Current rent roll, listing the names of each tenant, occupancy date, apartment number,
apartment rent, garage rent, if any, and security deposit held by Seller;
(4) Seller shall make available for Buyer's review complete copies of all leases, addenda to
leases, and security deposit agreements;
(5) Complete copies of all engineering reports, and any subsequent updates, if any;
(6) The most recent Annual Tank Certification on the fuel oil tank, if any;
(7) Copy of existing Phase I Environmental reports and any subsequent reports or updates, if
any;
(8) Copy of the fuel tank soil test reports, if any;
(9) Complete copies of all service and employment contracts of any kind or nature affecting
the Property, including management agreement, caretaker contracts and service contracts,
if any, such as rubbish removal;
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• (10) True and correct copies of all insurance coverage maintained by Seller on the Property,
which coverage Seller shall keep in full force and effect until the date of closing;
(11) A complete statement of operating income and expense for the years 1995, 1996, and
year to date 1997, and Seller's certification that all available documents have been
supplied, and a listing of documents not available;
(12) M.A.I appraisal, if any;
(13) Copy of the most recent real estate tax statement.
The "Contingency Date" shall be November 9, 2000. If any such contingency has not been satisfied on or
before the stated date, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer
to Seller. Such notice of termination may be given at any time on or before the Closing Date. Upon such
termination, the Earnest Money and any interest accrued thereon shall be released to Buyer and upon such
return, neither party will have any further rights or obligations regarding this Agreement or the Property. All
the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive
benefit of the Buyer and the Buyer shall have the right to unilaterally waive any contingency by not exercising
its right to terminate this Agreement.
Seller shall allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable
times for the purpose of Buyer's appraisal, investigation and testing the same. Buyer shall pay all costs and
expenses of such appraisal, investigation and testing and shall hold Seller and the Real Property harmless from
all costs and liabilities relating to the Buyer's activities. Buyer shall further promptly repair and restore any
damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property and/or
Personal Property to substantially the same condition as existed prior to such entry.
4. Closing. The closing of the purchase and sale contemplated by this Agreement (the
"Closing ") shall occur on November 9, 2000, or at such other time mutually agreed to by Buyer and Seller (the
"Closing Date "). The Closing shall take place at 9:00 a.m. local time at the office of Barna, Guzy & Steffen,
Ltd., or at such other place as may be agreed to. Seller agrees to deliver possession of the Property to Buyer on
the Closing Date, subject to the rights of tenants under the Leases in their capacity as tenants. Buyer shall be
entitled to extend the Closing Date for an additional 30 days in the event Buyer needs additional time to satisfy
requirements of any lender.
A. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to
Buyer the following (collectively "Seller's Closing Documents "):
(1) Deed. A Quit Claim Deed, in form reasonably satisfactory to Title, conveying the Real Property
to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereafter
defined.
(2) Bill of Sale. A Bill of Sale, in form reasonably satisfactory to Buyer, conveying the Personal
Property to Buyer, free and clear of all encumbrances.
(3) Assignment of Leases. An Assignment of Leases, in form reasonably satisfactory to Buyer,
conveying the Leases and any security deposits, prepaid rents or collections regarding the Leases
to Buyer, free and clear of all encumbrances.
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(4) Assignment of Contracts. An Assignment of Contracts, in form reasonably satisfactory to Buyer,
conveying the Contracts to Buyer, free and clear of all encumbrances, together with the consent
of all parties having a right to consent to such Assignment.
(5) Assignment of Permits. An Assignment of Permits, in form reasonably satisfactory to Buyer,
conveying the Permits to Buyer, free and clear of all encumbrances, together with the consent of
all parties having a right to consent to such Assignment.
(6) Assignment of Warranties. An Assignment of Warranties, if any, in form reasonably satisfactory
to Buyer, conveying the Warranties to Buyer, free and clear of all encumbrances, together with
the consent of all parties having a right to consent to such Assignment.
(7) Revised Rent Roll. A revised rent roll certified as to its accuracy by Seller as of the Closing
Date.
(8) Notice to Tenant. Notice to the tenant under the Leases, in form reasonably satisfactory to
Buyer, advising them of the sale of the Property and directing them to make future lease
payments to Buyer at the place designated by Buyer.
(9) Title Commitment. A Commitment for Title Insurance, or a suitably marked up Commitment for
Title Insurance initiated by Title.
(10) Seller's Affidavit. An Affidavit of Title by Seller indicating that on the Closing Date there are no
outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the
Real Property; that there has been no skill, labor or material furnished to the Real Property for
which payment has not been made or for which mechanics' liens could be filed; and that there are
no other unrecorded interests in the Real Property, together with whatever standard owner's
affidavit and/or indemnity (ALTA Form) which may be required by Title to issue an Owner's
Policy of Title Insurance.
(11) Certificate(s) of Occupancy. One or more certificates of occupancy issued by the appropriate
governmental body authorizing the use of the Real Property for the purposes now used.
(12) Security Deposits and Prepaid Rents. All security deposits together with accrued interest thereon
and prepaid rents under the Leases, including valid transfers of any noncash securities or
documents held for such purposes, if any.
(13) Original Documents. Original copies of the Leases, the Contracts, the Permits, the Warranties,
the Plans and the Records in Seller's possession.
(14) FIRPTA Affidavit. A non - foreign affidavit, properly executed and in recordable form,
containing such information as is required by IRC Section 1445(b)(2) and its regulations.
(15) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any is required.
(16) Other Documents. All other documents reasonably determined by Title Insurer or Lender to be
necessary to transfer the Property to Buyer free and clear of all encumbrances.
B. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to
Seller the following (collectively, "Buyer's Closing Documents "):
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(1) Purchase Price. The cash portion of the Purchase Price, by wire transfer of U.S. Federal Funds,
or by certified check to be received in Title's trust account and/or delivered to Seller at the
closing on the Closing Date together with the Note.
(2) Title Documents. Such affidavits of Purchaser, Certificates of Value or other documents as may
be reasonably required by Title in order to record the Seller's Closing Documents and issue a
Title Insurance Policy.
5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs
regarding this Agreement:
(a) Title and Closing Fee. Seller will pay all costs of the Title Evidence and the fees charged by
Title for any escrow required regarding Title Insurer's Objections. Buyer will pay all premiums
required for the issuance of the Owner's Title Insurance Policy and any mortgagee's Title Policy
required by Lender. Seller and Buyer will divide equally the closing fee or charge imposed by
any closing agent designated by the Title Company.
(b) Deed Tax. Seller shall pay all state deed tax regarding the Quit Claim Deed to be delivered by
Seller under this Agreement.
(c) Real Estate Taxes and Special Assessments. Seller will pay, on or before the Closing Date, all
special assessments levied, pending or constituting a lien against the Real Property as of the
Closing Date including without limitation any installments of special assessments including
interest payable with general real estate taxes in the year of Closing. General real estate taxes
and installments of special assessments payable therewith for the years prior to Closing will be
paid by Seller. General real estate taxes payable in the year of Closing shall be prorated by
Seller and Buyer as of the Closing Date based upon a calendar fiscal year. Seller shall pay all
deferred real estate taxes or special assessments which may become payable as a result of the
sale contemplated hereby. To the extent that levied assessments cannot be partially prepaid,
Seller shall credit buyer at closing the Seller's proportionate share of such assessments.
(d) Basic Rents. All basic rent and other charges under the Leases will be prorated as of the Closing
Date. If at the Closing Date a tenant under any Lease is delinquent in any payment required of it,
then to the extent Buyer receives from such tenant amounts in excess of the payments due Buyer
pursuant to this Agreement, Buyer will remit such amounts to Seller. However, Buyer will have
no obligation to seek or collect any such payments and will only be obligated to make such
payment to Seller after Buyer is fully paid for all amounts due it.
(e) Security Deposits. All security deposits paid by tenants pursuant to the rent roll, plus interest
thereon, shall be paid to Buyer by Seller at closing.
(t) Recording Costs. Seller will pay the cost of recording all documents necessary to establish title
in Seller as required by this Agreement. Buyer will pay the cost of recording all other
documents.
(g) Other Costs. All other operating costs of the Property, will be allocated between Seller and
Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable
before the Closing Date, and Buyer pays that part of such operating costs payable from and after
the Closing Date.
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(h) Attorney's Fees. Each of the parties will pay its own attorneys fees, except that a party
defaulting under this Agreement or any closing document will pay the reasonable attorneys' fees
and court costs incurred by the non - defaulting party to enforce its rights regarding such default.
6. Title Examination. Title Examination will be conducted as follows:
(a) Seller's Title Evidence. Seller shall furnish the following (collectively, "Title Evidence ") to
Buyer:
(1) Title Insurance Commitment. Within twenty (20) days of the date of this Agreement,
Seller shall cause to be delivered to Buyer, at Seller's expense, a commitment for title
insurance, issued by Title, properly certified, including proper searches covering
bankruptcies, state and federal tax liens, judgments, unpaid taxes, assessments and
pending assessments.
(b) Buyer's Objections. Within 20 days after receiving the last of the Title Evidence, Buyer will
make written objections ( "Objections ") to the form and/or contents of the Title Evidence.
Buyer's failure to make Objections within such time period will constitute waiver of Objections.
Any matter shown on such Title Evidence and not objected to by Buyer shall be a "Permitted
Encumbrance" hereunder. Seller will have 60 days after receipt of the Objections to cure the
Objections, during which period the Closing will be postponed as necessary. Seller shall use its
best efforts to correct any Objections. If the Objections are not cured within such 60 -day period,
Buyer will have the option to:
(1) Terminate this Agreement and receive a refund of the Earnest Money and the interest
accrued and unpaid on the Earnest Money, if any, and, in such case, the parties agree to
sign a Cancellation of Purchase Agreement; or
(2) Withhold from the Purchase Price an amount which, in the reasonable judgment of Title,
is sufficient to assure cure of the Objections. Any amount so withheld will be placed in
escrow with Title, pending such cure. If Seller does not cure such Objections within
ninety (90) days after such escrow is established, Buyer may then cure such Objections
and charge the costs of such cure (including reasonable attorneys' fees) against the
escrowed amount. If such escrow is established, the parties agree to execute and deliver
such documents as may be reasonably required by Title, and Seller agrees to pay the
charges of Title to create and administer the escrow.
(3) Waive the objections and pr,oceed to close.
7. Operation Prior to Closing. During the period from the date of the Seller's acceptance of this
Agreement to the Closing Date (the "Executory Period "), Seller shall operate and maintain the Property in the
ordinary course of business in accordance with prudent, reasonable business standards, including the
maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards,
casualties and contingencies, including vandalism and malicious mischief.
8. Representations and Warranties by Seller. Seller represents and warrants to Buyer as
follows:
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(a) Title to Real Property. Seller owns the Real Property, free and clear of all encumbrances.
(b) Title to Personal Property. Seller owns the Personal Property free and clear of all encumbrances.
(c) Leases. Seller has made available to Buyer a correct and complete copy of each Lease and all its
amendments. The information regarding the Leases contained in attached Exhibit C is correct
and complete as of the date of this Agreement. Except as noted by Seller, the Leases are in full
force and neither Seller, nor any tenant, is in default under the Leases. There are no other leases
or possessory rights of others regarding the Real Property.
(d) Contracts. To the best knowledge of Seller, Seller has made available to Buyer a correct and
complete copy of each Contract and its amendments. To the best knowledge of Seller, the
Contracts are in full force and neither Seller, nor any other party to the Contracts, is in default
under the Contracts. All other contracts in effect regarding the Property are terminable on or
before the Closing Date.
(e) Permits. To the best knowledge of Seller, Seller has made available to Buyer a correct and
complete copy of each Permit and its amendments. To the best knowledge of Seller, the Permits
are in full force, and Seller is not in default under the Permits.
(f) Certificates of Occupancy. Seller has received no notice of actual or threatened cancellation or
suspension of any certificates of occupancy for any portion of the Real Property.
(g) Assessments. Seller has received no notice of actual or threatened special assessments or
reassessments of the Real Property.
(h) Environmental Laws. Seller has provided to Buyer the following documents relating to the
Property:
(a) Environmental Profile, Phase I Environmental Site Assessment, PN #1- 01305, dated May
29, 1998, prepared by EnPro Assessment Corp. and reliance letter from EnPro Assessment Corp.
to Families Moving Forward dated December 30, 1999.
(b) Letter dated May 29, 1998 from Korsunsky Krank Erickson to Timothy Welch, Leonard,
Street & Deinard, relating to Rixman Properties — Columbia Heights, MN, Physical Condition
Survey, KKE No. 98 -03- 1086 -01.
(c) Phase I Environmental Audit and Boundary Survey prepared by Schoell & Madsen, Inc.
for Norwest Properties relating to Site No. 44, Columbia Heights Office, 4101 Central Avenue
Northeast, Columbia Heights, Minnesota 55421.
(d) Polarization Asbestos Assessment Report prepared by Professional Service Industries,
Inc.
Seller represents and warrants that it has not used the Property in connection with the generation,
disposal, storage, treatment or transportation of hazardous substances, other than as referenced
above.
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(i) Rights of Others to Purchase Property. Seller has not entered into any other contracts for the sale
of the Property, nor are there any rights of first refusal or options to purchase the Property or any
other rights of others that might prevent the consummation of this Agreement.
(j) Seller's Defaults. To the best knowledge of Seller, Seller is not in default concerning any of its
obligations or liabilities regarding the Property.
(k) FIRPTA. Seller is not a "foreign person ", "foreign partnership ", "foreign trust" or "foreign
estate" as those terms are defined in Section 1445 of the Internal Revenue Code.
(1) Proceedings. To the best knowledge of Seller, there is no action, litigation, investigation,
condemnation or proceeding of any kind pending or threatened against Seller or any portion of
the Property.
(m) Agents and Employees. No management agents or other personnel employed in connection with
the operation of the Property have the right to continue such employment after the Closing Date.
There are no claims for leasing commission or other payments with respect to the existing
Property, including leases which will survive and remain unpaid after the Closing Date.
(n) Condition. Except as herein expressly stated, Buyer is purchasing the Property based upon its
own investigation and inquiry and is not relying on any representation of Seller or other person
and is agreeing to accept and purchase the property "AS IS, WHERE IS" subject to the
conditions of examination herein set forth and the express warranties herein contained.
Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns,
harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the
breach of any of the above representations and warranties, whether such breach is discovered before or after
Closing. Each of the representations and warranties herein contained shall survive the Closing. Consummation
of this Agreement by Buyer with knowledge of any such breach by Seller will constitute a waiver and release
by Buyer of any claims due to such breach.
9. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that
Buyer is a corporation in good standing under the laws of the State of Minnesota; that Buyer is duly qualified to
transact business in the State of Minnesota; that Buyer has the requisite power and authority to enter into this
Agreement and the Buyer's Closing Documents signed by it; such documents have been duly authorized by all
necessary action on the part of Buyer and have been duly executed and delivered; that the execution, delivery
and performance by Buyer of such documents do not conflict with or result in violation of Buyer's
organizational documents or any judgment, order or decree of any court or arbiter to which Buyer is a party;
such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms.
Buyer will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns,
harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the
breach of any of the above representations and warranties, whether such breach is discovered before or after
closing. Consummation of this Agreement by Seller with knowledge of any such breach by Buyer will
constitute a waiver and release by Seller of any claims due to such breach.
10. Name of Building. Seller agrees that it will relinquish and transfer to Buyer on the Closing
Date, all rights to designate the name of the Building and agrees that Buyer shall have the right to continue the
use of the present name.
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• 11. Damage. If, prior to the Closing Date, all or any part of the Property is substantially
damaged by fire casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such
fact and at Buyer's option (to be exercised within thirty days after Seller's notice), this Agreement shall
terminate, in which event neither party will have any further obligations under this Agreement and the Earnest
Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate
despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to
repair such damage or destruction and return the property to its condition prior to such damage. If such damage
shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and
Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely
repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the
repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage
after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is
completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to
require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date)
shall be reduced by the cost of such repair or at Buyer's option, the Seller shall assign to Buyer all right to
receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For
purposes of this Section, the words "substantially damaged" mean damage that would cost $100,000.00 or more
to repair.
12. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced
against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's
option (to be exercised within thirty days after Seller's notice), this Agreement shall terminate, in which event
neither party will have further obligations under this Agreement and the Earnest Money together with any
accrued interest, shall be refunded to buyer. If Buyer shall fail to give such notice then there shall be no
reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and
interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date,
Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings
without Buyer's prior written consent.
13. Broker's Commission. Seller and Buyer represent and warrant to each other that they have
dealt with no brokers, finders or the like in connection with this transaction, and agree to indemnify each other
and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or
commissions resulting from their actions or agreements regarding the execution or performance of this
Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or
commissions incurred by the other party, including reasonable attorney's fees.
14. Survival. All representations and warranties contained in Paragraphs 8 and 9 of this
Agreement shall survive the Closing of this transaction.
15. Notices. Any notice required or permitted to be given by any party upon the other is
given in accordance with this Agreement if it is directed to Seller by delivering it personally to an officer of
Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed
wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited
cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows:
If to Seller: City of Columbia Heights
ATTN: City Manager
590 40 Avenue NE
Columbia Heights, MN 55421
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with a copy to: James D. Hoeft, Esq.
Barna, Guzy & Steffen, Ltd.
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Coon Rapids, MN 55433
If to Buyer: Washburn- McReavy Funeral Chapels, Inc.,
ATTN: William L. McReavy
2413 Silver Lane NE
St. Anthony Village, MN 55421
with a copy to: Jeffrey S. Johnson, Esq.
Barna, Guzy & Steffen, Ltd.
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Coon Rapids, MN 55433
Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid;
provided, however, that if notice is given by deposit, that the time for response to any notice by the other party
shall commence to run one business day after any such deposit. Any party may change its address for the
service of notice by giving written notice of such change to the other party, in any manner above specified, 10
days prior to the effective date of such change.
18. Captions. The paragraph headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement.
19. Entire Agreement; Modification. This written Agreement constitutes the complete
agreement between the parties and supersedes any prior oral or written agreements between the parties
regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its
terms will be effective unless in writing executed by the parties.
20. Binding Effect. This Agreement binds and benefits the parties and their heirs, successors
and assigns.
21. Controlling Law. This Agreement has been made under the laws of the State of Minnesota,
and such laws will control its interpretation.
22. Remedies. If either party defaults under this Agreement, both parties shall retain all rights
and remedies available under the laws of Minnesota.
23. Withdrawal of Offer. This Agreement shall be deemed to be withdrawn unless accepted by
Seller and a fully executed counterpart of this Agreement returned to Buyer on or before November 9 2000.
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• Seller and Buyer have executed this Agreement as of the date first written above.
SELLER: BUYER:
City of Columbia Heights, Washburn- McReavy Funeral Chapels, Inc.,
A Minnesota municipal co • - . tion a Minnesota corporation
ZY•
By: Illat `A_,e! -1 By: ,
ary Peter an William McReavy,.a-er
Its: Mayor
By: Ze!4•
Walt Fehst '
Its: City Manager
96700_3
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Exhibit A
Real Property
. ' Exhibit B
Personal Property
NONE
Exhibit C
Leases
NONE
Exhibit D
Contracts
NONE
NON
sTuuad
QUIT CLAIM DEED
STATE DEED TAX DUE HEREON $1,237.50
Date: November 9 , 2000
FOR VALUABLE CONSIDERATION, The City of Columbia Heights, a Minnesota municipal
corporation, Grantor, hereby conveys and quitclaims to WASHBURN - MCREAVY
PROPERTIES, LLP, a Minnesota limited liability partnership, Grantee, real property in Anoka
County, Minnesota, described as follows:
The South 20 feet of Lot 26; all of Lots 27, 28, 29 and 30; that part of the West one -half
of Lot 31 lying South of the North 120 feet thereof; all in Block 4, Reservoir Hills,
according to the recorded plat thereof, Anoka County, Minnesota
Together with all hereditaments and appurtenances belonging thereto.
GRANTOR CERTIFIES THAT GRANTOR DOES NOT KNOW OF ANY WELLS ON THE
DESCRIBED REAL PROPERTY.
City of Columbia Heights, a Minnesota municipal
corporation
l
BY: ��fL,,
Gary Pete on
Its Mayor
BY:
Walter Fehst
Its City Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF ANOKA )
�k-k
The foregoing was acknowledged before me this » day of November, 2000, by Gary
Peterson and Walter Fehst, the Mayor and the City Manager, respectively, of the City of
Colu i bia Hei is a '!lesota unicipal corporation, on behalf of the corporation.
.Q> SARAH ELIZABETH THIES ' 7
( * NOTARYE'UBUC- AAiGINESOTA _J V � t C l s t ' C�W'C11— - ZUZ
1170 mission Was Jan 31,2005
Notary Public
This Instrument was drafted by:
BARNA, GUZY & STEFFEN, LTD. Tax Statements for the Real Property Described
400 Northtown Financial Plaza in this Instrument should be sent to:
200 Coon Rapids Boulevard
Minneapolis, MN 55433 Washburn - McReavy Properties, LLP
Phone: (763) 780 -8500 <5505 �k L1 C s-r 1 '
vArq...) f e
102381_1
AFFIDAVIT OF TRANSFEROR
TO: Washburn- McReavy Properties, T J P, a Minnesota limited liability partnership
Section 1445 of the Internal Revenue Code provides that a transferee ("Buyer") of a United
States real property interest must withhold tax if the transferor ( "Seller ") is a foreign person. To
inform the Buyer that withholding of tax is not required upon my disposition of a United States real
property interest, I, �(,(_,;m(2_ . ,C i;k 6, .t , the (':i`(�i 44 of the City of
Columbia Heights, a Minnesota municipal' orporation, hereby certify the fo1 ing:
1. Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those items are defined in the Internal Revenue Code and Income Tax Regulations);
2. Seller's United States Employer Identification Number is 41- 6005069;
Seller understands that this certification may be disclosed to the Internal Revenue Service by
the Buyer and that any false statement made herein could be punished by fine, imprisonment, or
both.
Under penalties of perjury, I declare that I have examined this certification and to the best of
my knowledge and belief, it is true, correct and complete.
Dated: November 9, 2000 SET .1,ER:
City of Columbia Heights, a Minnesota
Municipal corporation
B . _
/, / Ho- .i IIIII 1
Its: City Attorney
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this / day of November,
2000, by James Hoeft, the City Attorney for the City of Columbia Heights, a Minnesota
municipal corporation, on behalf of the corporation.
,, —; (�. / //
KRIvri R. RILEY j
NOTARY PUB LIC - marten
�
�,_ Notary P lic
Mr Commission fteslaa 31,20@S
The real property referred to herein is legally described as the South 20 feet of Lot 26; all of Lots
27, 28, 29 and 30; that part of the West one -half of Lot 31 lying South of the North 120 feet
thereof; all in Block 4, Reservoir Hills, according to the recorded plat thereof, Anoka County,
Minnesota
102389_1
STAIE OF MINNESOTA DISTRICT COURT
COUNTY OF ANOKA TENTH JUDICIAL DISTRICT
City of Columbia Heights., Court File No. CO -00 -4503
Petitioner,
DISCHARGE OF
vs. NOTICE OF LIS PENDENS
Families Moving Forward, a Minnesota non-
profit organization; Anoka County; and all
unknown persons claiming any right, title or
interest in the property described herein,
Respondents.
KNOW ALL BY THESE PRESENT, that the undersigned, James D. Hoeft, does hereby
certify that a certain Notice of Lis Pendens, in the above - entitled action, which has been pending in
the above -named Court, and which affected, involved and brought in question the real estate,
situated in the County of Anoka, and State of Minnesota, described as follows:
The South 20 feet of lot 26; all of lots 27, 28, 29 and 30; that part of the West One -half of
Lot 31 lying South of the North 120 feet thereof; all in Block 4, Reservoir Hills according
to the recorded plat thereof, Anoka County, Minnesota.
And which was filed for record in the office of the County Recorder of said County of Anoka on the
26th day of May, 2000, and recorded as Anoka County Recorder Document No. 1502673, is hereby
discharged and said action has been dismissed so far as it pertains to the above - described real
property. The County Recorder of said County is hereby authorized and directed to discharge the
same upon the record thereof, according to the statute in such case made and provided.
IN 'TESTIMONY WHEREOF, the undersigned has hereunto set his hand this S` day of
November, 2000.
i
J. I •c D. Hoeft
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this d day of November,
2000 before me, a notary public within and for said County, personally appeared James D. Hoeft,
to me known to be the person described in and who executed the foregoing instrument and
acknowledged that he executed the same as his free act and deed.
LZCLii C_Li L.6 dj
Notary Public
THIS INSTRUMENT WAS DRAF'1'pD BY: ,.
BARNA, GUZY & STEFFEN, LTD. loc"'''""e*
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Minneapolis, MN 55433
(612) 780 -8500 (KRR)
102467_1
-2-
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND CERTIFICATION
1. Seller's name: City of Columbia Heights, a Minnesota municipal corporation
2. Seller's forwarding address: 590 -40 Avenue NE, Columbia Heights, MN 55421
3. Seller's Taxpayer Identification No.: 41- 6005069
4. Description (street address) of property being sold: 4101 Central Avenue, Columbia Heights, MN
5. Is property seller's principal residence? Yes x No
6. Is this an exchange transaction? Yes _ No x
7. Gross sale price of the property $375,000.00
8. If there are multiple sellers (other than husband and wife), how should the sale price be allocated
among them?
Certification: Under penalties of perjury, I certify that the number shown above is my correct taxpayer
identification number.
City of Columbia Heights,
a Minnesota municipal corporatio
BY:
oeft November 9, 2000
ITS: City • torney Date of Sale /Closing
Notes: 1. This information will be used by Payer (the settlement agent) to produce one or more
Form 1099 -S's for reporting real estate transactions to the Internal Revenue Service
pursuant to the Tax Reform Act of 1986.
2. Sellers (aka transferors and recipients) are required by law to provide us, as the
settlement agent responsible for closing this transaction, with your correct taxpayer
identification number. If you do not provide us with your correct taxpayer
identification number, you may be subject to civil litigation or criminal penalties.
3. Payer's File No.: 40735 -011
ORDINANCE NO. 1420
BEING AN ORDINANCE AMENDING ORDINANCE NO. 853, CITY CODE OF 1977
AUTHORIZATION TO CONVEY CERTAIN REAL ESTATE LOCATED AT
4101 AND 4103 CENTRAL AVENUE NE
The City of Columbia Heights does ordain:
Section 1: The City of Columbia Heights, a Minnesota municipal corporation, may
convey unto Washburn- McReavy Funeral Chapels, Inc., the real property
described as follows, to wit:
Lots 27, 28, 29, 30 and the West 1 /2 of Lot 31, Block 4, Except North 120 feet
of West 1 /2 of said Lot 31, Block 4, Reservoir Hills, Except Road, Anoka
County, Minnesota.
AND
The South twenty (20) feet of Lot 26, Block 4, Reservoir Hills, Anoka
County Minnesota.
Section 2: The Mayor and City Manager are herewith authorized to execute a deed to
effectuate the conveyance of said real estate subject to the terms, purchase
price, and conditions specified in the purchase agreement.
Section 3: This Ordinance shall be in full force and effect from and after thirty (30) days
after its passage.
First Reading: September 25, 2000
Second Reading: October 9, 2000
Date of Passage: October 9, 2000
Offered By: Jolly
Seconded By: Szurek
Roll Call: Szurek - aye, Jolly - aye, Wyckoff - n Hunter - a► tai.', Peterson - aye
J �. Iliard
Mayor Gary !. Peterson
( 1`1 qty Patricia Muscovitz, Deputy Clerk
}
AFFIDAVIT FOR CORPORATION
State of Minnesota
County of Anoka LL
a. oi e s -CT� , being duly sworn, on oath says that:
he /s.116 is the 4 r of the City of Columbia Heights a Minnesota municipal
corporation, the corporanamed as grantor in the document dated , and filed of
record on , as Document No. , in the office of the
of County Recorder of Anoka County, Minnesota.
That said municipal corporation is a duly organized and validly existing corporation in good standing
under the laws of the State of Minnesota and has full power and legal authority to do business in the
State of Minnesota;
That there are no bankruptcy proceedings and that there are no unsatisfied judgments of record, nor any
actions pending in any court, State or Federal, nor any tax liens filed against the above named
corporation except as herein stated;
That any judgments, bankruptcies, probate proceedings, State or Federal tax liens, of record against
parties with the same or similar names are not against the above named corporation;
That there has been no labor or materials furnished to the premises described in the above mentioned
document during the last 120 days for which payment has not been made;
That there are no encroachments, boundary disputes, unrecorded contracts, leases, easements, or other
agreements or interests, relating to the said premises, of which affiant has knowledge except as stated
herein;
The affiant has not received notice, nor knows of any recent or future planned improvements, (such as
street paving, sidewalks, street lighting, etc.) that would result in a special assessment against the
property and are not now involved or participating in assessment liability against said property.
The affiant knows the matters herein stated are true and makes this affidavit for the purpose of inducing
the passing of the title to the premises referred to in said document, free and clear of all judgments, State
or Federal tax liens, bankruptcy and unrecorded interests.
Affiant hereby specifically and affirmatively states that he /slate is the ,41 r of the City
of Columbia Heights and that he /tile is properly authorized to act on behalf of sa corporation in all
dealings concerning this transaction, that said corporation is desirous of effecting this conveyance ofthe
herein described real property, and that said corporation has specifically and affirmatively authorized
said affiant to execute any and all documents necessary to effect such conveyance.
The City of . - :'a Heigh
Subscribed and sworn to before me
II
this � day o P fr 1' , 2000.
19 .1_
Notary Public
•
SELLER'S CLOSING STATEMENT
Closing Date: November 9, 2000
Buyer: Washburn- McReavy Properties, LLP
Seller: City of Columbia Heights
Property Address: 4101 Central Avenue, Columbia Heights, Minnesota
Closing Agent: Commercial Partners Title, LLC
330 2nd Ave. S., Suite 820, Minneapolis, MN 55401
CP File No.: 16007
Closing Location: Barna Guzy & Steffen Coon Rapids, MN
CHARGES CREDITS
Purchase Price 375,000.00
PRORATIONS & ADJUSTMENTS:
Taxes from 11/9/00 to 12/31/00 * 2,165.52
PAYOFFS & BROKER FEES: (None)
TITLE CHARGES:
Closing Fee(' /2) to: Commercial Partners Title, LLC 200.00
Commitment Fee to: Commercial Partners Title, LLC 335.00
OTHER CHARGES:
State Deed Tax to: Anoka County Treasurer 1,237.50
State Deed Tax to: Commercial Partners Title, LLC 360.00
Recording Fees 50.00
TOTALS 2,182.50 377,165.52
Cash to Seller 374,983.02
The above closing statement is hereby approved, and the closing agent is hereby authorized and directed to disburse the money as
indicated herein and deliver instruments, documents and other property, if any, to the designated parties and otherwise close this
transaction in accordance with the closing instructions.
City of Columbia Heights
4111111111 ..4 101.11111r
By: ���i%
— enti "Son ►./ 11.111111 a — • 0(7
*Total 2000 tax $14,942.18/366 days x 313 days = $12,776.66 and is seller's portion of the 2000 tax. Seller has
paid the full year tax of $14,942.18 - $12,776.66 = $2,165.52.
wpdata\sellercl
BUYER'S CLOSING STATEMENT
Closing Date: November 9, 2000
Buyer: Washburn- McReavy Properties, LLP
Seller: City of Columbia Heights
Property Address: 4101 Central Avenue, Columbia Heights, Minnesota
Closing Agent: Commercial Partners Title, LLC
330 2nd Ave. S., Suite 820, Minneapolis, MN 55401
CP File No.: 16007
Closing Location: Barna Guzy & Steffen Coon Rapids, MN
CHARGES CREDITS
Purchase Price 375,000.00
PRORATIONS & ADJUSTMENTS:
Taxes from 11/9/00 to 12/31/00 * 2,165.52
LOAN CHARGES: (None)
TITLE CHARGES:
Closing Fee (''A) to: Commercial Partners Title, LLC 200.00
Title Premium to: Commercial Partners Title, LLC(0) 63.75
Endorsement Fees to: Commercial Partners Title, LLC 50.00
OTHER CHARGES:
Recording Fees 50.00
TOTALS 377,529.27 -0-
Cash from Buyer 377,529.27
The above closing statement is hereby approved, and the closing agent is hereby authorized and directed to disburse the money as
indicated herein and deliver instruments, documents and other property, if any, to the designated parties and otherwise close this
transaction in accordance with the closing instructions.
Washburn- McReavy Properties, LLP
By:
Tax Identification No. 4/— / '7( '7 q. •
*Total 2000 tax $14,942.18/366 days x 313 days = $12,776.66 and is seller's portion of the 2000 tax. Seller has
paid the full year tax of $14,942.18 - $12,776.66 = $2,165.52.
wpdata \buyercl
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
FOR VALUABLE CONSIDERATION, Washburn- McReavy Funeral Chapels, Inc., a
Minnesota corporation, Assignor, hereby sells, assigns and transfers unto Washburn- McReavy
Properties, LLP, a Minnesota limited liability partnership, Assignee, the Buyer's interest in that certain
Purchase Agreement dated November 9 , 2000, made by the City of Columbia Heights, a
Minnesota municipal corporation, as Seller, and Washburn- McReavy Funeral Chapels, Inc., a
Minnesota corporation, as Buyer (the "Purchase Agreement "), for the sale and conveyance of real
property in Anoka County, Minnesota, described as the South 20 feet of Lot 26; all of Lots 27, 28, 29
and 30; that part of the West one -half of Lot 31 lying South of the North 120 feet thereof; all in Block
4, Reservoir Hills, according to the recorded plat thereof, Anoka County, Minnesota. Washburn-
McReavy Properties, LLP, hereby assumes all rights, duties and obligations of Buyer under said
Purchase Agreement.
ASSIGNOR WASHBURN - MCREAVY FUNERAL CHAPELS, INC.,
A Minnesota corporation
By
William McReavy
Its ?r-e_s &ein --
ASSIGNEE WASHBURN - MCREAVY PROPERTIES, LLP,
A Minnesota limited liability partnership
By .oG�•�
NAc eeu.v
Its \
STA'1'E OF MINNESOTA )
) ss
COUNTY OF ANOKA )
The foregoing instpment was acknowledged before me this day of November, 2000, by
William McReavy, the of Washburn- McReavy Funeral Chapels, Inc., a Minnesota
corporation, on behalf of the corporation. 1
Notary Public
STATE OF MINNESOTA )
) ss
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this q day of November, 2000, by
UU c the Vv-r . c t of Washburn- McReavy Properties, TIP, a Minnesota
limited liability partnership, on behalf of the partnership.
. Public
( PU - 41 ,141E uTA
Ian 31, 'CD;
THIS INSTRUMENT WAS DRAFTED BY:
BARNA, GUZY & STEFFEN, LTD.
400 Northtown Financial Plaza
200 Coon Rapids Boulevard
Minneapolis, MN 55433
(763) 780 -8500
102404_1
i
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a $ t 11.:M,`:.+ >'..�:,'...:,Y.?, "3 139„�i� a7';iie�a�:�..Y:B�YF:`
MINNESOTA Department of Revenue c&t µ
Certificate of Real Estate Value PE -20
Buyers' last name(s), first, middle initial Address Daytime phone
Washburn - (Q (L — r 1crp- — C ( 7
McReavy Properties, LLP 3505 J C ; rcf- -1 ri v_ 54- 4rr1- i014, v1 y , N 53`x(6'
Sellers' last name(s), first,middle initial New address I / Daytime phone
590 40th Avenue NE
City of Columbia Heights Columbia Heights, MN 55421 -3878
Street address or rural route of property purchased City or township County
411 C - n ral A e ue • . 315' - ' • 1 - : e •1Ca --
go Date of deed or contract Lega description of property purchased (lot, block and plat, or attach 3 copies of the legal description)
The S 20 feet of Lot 26; all of Lots 27, 28, 29 and 30;that part of the
November , 2000 W 1/2 of Lot 31 lying S of the N 120 feet thereof; all in Block 4,
•ese air 'L is
Financial arrangements as personal property such as furniture, inventory or uipment included in the purchase price? If yes, yes 1X1 no
Ni describe below and list current (not replacement) value .)Use the back of this page if needed.)
Total purchase price
_179,000.00 $ $
Down payment
$ $ Total personal property
ite Points or prepaid interest paid by seller current value:
$ $ $
ill Type of acquisition (check all that apply)
B and seller are relatives or Transaction involved the trade of Buyer is a unit of government Name added to o c name
related busi I I property I I g I 1 removed From dee d (not a sale)
1 1 Property is a gift or inheritance 1 1 Buyer is a religious or charitable
organization ( I Condemnation or foreclosure
transaction I 1 Buyer purchased partial interest only
I I Payoff or resale of contrail I I Purchase agreement signet' over two
years ago. Year sig
r.? Type of property transferred (check all that apply)
Land only tgj Land and buildings I I Construction of a new building
after January 1 of year of sale
xi Planned use of property (check one)
I Residential single family irY'u ' w, younwstcor fepleteschedulePE- 20Aatdattethhtoihisce Cade•
Residential duplex, triplex A gricultural Commercial industrial C ���
I I (number of acres:) ® (type of business:)
Cabin or recreational Apartment building
(non - commercial) I 1 (number of units:) I 1 Other (describe:)
IN Will this property be the buyer's principal residence? I 1 yes 1 I no
Method of financing (complete only if seller- financed, including a contract for deed or assumed mortgage)
Check: ge or contract for Monthly payment for Interest rate Total number Date of any lump sum
Assumed Contract d amount at purchase principal and interest now in effect of payments (balloon) payments
Mortgage For Deed
WI l 1 1 1
IN I II
I declare that the information on this form is true, correct, • o the • e best no ':dge and belief. -
tJama (p 'nt or tyre) Sig • re � * � Phone Date
441 n • ...— , Sr_ A.. =�._ —r:.
C Yr Blt 4 SD Yr Lbw B dg ' Primary properly identification #
❑ T
Acres Tillable CER CRP RIM Use Deed Yr Land Bldg Tot
Secondary parcel identification #
Good For study 0 yes 0 no IF no, give reason /code b
X HC ST Adjc Adjs Use Tillable EMV Apt FM
c
GA C 1 MV 2 MV ID
d
Co CT PT (Date T M S Are there more than 4 parcels? yes no
Put extra numbers on back. I I
Stock No. 6000400 1 83500
(Rev. 6/96 DEPARTMENT OF REVENUE COPY
-- - gm buyers' social becurtty numbers tor minnesota or teaerat i.0 'numbers) . -" ... Bs fellers' Joclaf security numbers (or minnesosa or teaeral i ;u numbers)
1 41- 17 ,3 `7z/3 >I 4/- oo0 50 (o9
2 2
3
evk N9. 6000400 183500
(Rev. 6/96)
DEPARTMENT OF REVENUE COPY
3�
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4�.
Y ' i '.
1 �
5 r % . - :- . 1.5 , ,;•,:
y
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MMMMMMIMMIMMEM
MINNESOTA Department of Revenue
Certificate of Real Estate Value Supplemental Schedule PE -20A
(for apartment, commercial- industrial or farm sales only)
Buyer's name Sequence number from Certificate of Real Estate Value
iaigliggai-McReavy Properties LLP 183500
Washburn -
1 If the sales price includes any personal property, such as furniture, appliances, supplies,
fixtures, machinery, or stock inventories; or any other items, such as the goodwill of the business,
the name of the business, franchise, or an agreement not to compete, fill in the total
value of those items here: $
2 If the buyer or seller paid someone to make an appraisal of the property's value
prior to its sale, check this box and, if known, fill in the appraised value $
Commercial - Industrial properties
3 From the list of property uses on the back of this form, fill in the number for the use
that best describes how the property was used just before it was sold.
Fill in the number that best describes what the property will be used for after the sale '7�
Apartment properties
4 If the property sold was an apartment building, fill in:
Total number of apartment buildings included in the sale price
Total number of rental units in all buildings
Farm properties
5 How many acres are: Irrigated? Enrolled in RIM? CRP?
All properties yes no
6 Was the buyer of this property an owner of a property adjacent to it?
If yes, in your opinion, did the buyer pay a higher price for the property ><1
than other potential buyers would have likely paid for it?
7 Does the total purchase price listed on line 2 of the Certificate of Real Estate Value
represent the allocation of a sale price which includes another property or properties
sold to the same buyer at the same time?
8 Did the buyer lease the property from the seller before the purchase? (Q(
Did the seller lease the property from the buyer after the purchase? I�
9 Was this sale announced and /or promoted through realtor listings, newspaper (or other publications)
advertisements, or through brochure or other promotional or informational mailings?
If you answered "no," how did you learn that the property was for sale?
10 If the property was rental property, was the buyer guaranteed a minimum level of rental income?
11 Were the buyer and seller family members, business partners, business affiliates, one subsidiary
to the other, joint owners of the property or stockholders of the business?
12 When the property was sold, was a foreclosure, court judgment, order or other legal proceeding d\
pending in connection with the property?
13 In your opinion, is the price the property was sold for considerably different from what you believe
other similar properties would sell for? 171
If yes, please explain briefly: i�