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HomeMy WebLinkAboutContract 2011 2412 et - Uti 2 0 2011 PURCHASE AGREEMENT CCU 1. PARTIES. This Purchase Agreement ( "Purchase Agreement ") is entered into this O h day of or I - 2011, by and between ANOKA COUNTY COMMUNITY ACTION PROGRAM, INC., a Minnesota nonprofit corporation ( "Seller ") and the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of Minnesota ( "Buyer "). 2. SUBJECT PROPERTY. Seller is the owner of that certain real estate (the "Property ") located at 4641 Tyler Avenue and 4647 Tyler Avenue County, Minnesota and legally described as follows: 4647 Tyler Avenue Lot Twenty -six (26) except the South 20 feet of said Lot Twenty -six (26) and all of Lot Twenty -seven (27), in Block Two (2) of Sheffield's Second Subdivision Anoka Co. Minn. according to the plat thereof on file in the Office of the register of Deeds in and for said County and State. AND 4641 Tyler Avenue Lot Twenty -five (25) and the South 20 feet of Lot Twenty -six (26), Block Two (2) of Sheffield's Second Subdivision Anoka Co. Minn., according to the plat thereof on file in the office of the Register of Deeds in and for said County and State. Subject to the reservations to the State of Minnesota in trust for the taxing districts concerned of all minerals and mineral rights in said property as provided by law. The sale contemplated by this Agreement includes the personal property identified in paragraphs 3 and 11 below. 3. OFFER/ACCEPTANCE. In consideration of the mutual agreements herein contained, Buyer offers and agrees to purchase and Seller agrees to sell and hereby grants to Buyer the exclusive right to purchase the Property and all improvements and fixtures thereon (except as provided by paragraph 11 below), together with all appurtenances. The following personal property is included in this sale: any personal property remaining on the Property as of the Closing Date pursuant to paragraph 11 below. 4. PURCHASE PRICE AND TERMS: A. PURCHASE PRICE. The total Purchase Price ( "Purchase Price ") for the Property is Three Hundred Twenty Thousand and No /100ths Dollars ($320,000.00). 1 392433v2 SJB CL205 -50 B. TERMS: (1) EARNEST MONEY. The sum of Zero Dollars ($0.00) Earnest Money ( "Earnest Money ") shall be paid by Buyer to the Seller, the receipt of which is hereby acknowledged. (2) BALANCE DUE SELLER. Buyer agrees to pay by check on the Closing Date the remaining Balance Due according to the terms of this Purchase Agreement. (3) DEED/MARKETABLE TITLE. Subject to performance by Buyer, Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. c. Public utility and drainage easements of record. d. Title defects waived by Buyer pursuant to paragraph 9 below. (4) DOCUMENTS TO BE DELIVERED AT CLOSING. In addition to the Warranty Deed required at paragraph 4B(3) above, Seller shall deliver to Buyer: a. Standard form Affidavit of Seller. b. Certificate that Seller is not a foreign national. c. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." d. Bill of sale for personal property items to be transferred to Buyer in accordance with paragraph 11. e. Such other documents as may be reasonably required by Buyer's title examiner or title insurance company. 5. SELLER INFORMATION DISCLOSURE. Within ten (10) days after full execution of this Agreement, Seller shall provide Buyer with all pertinent information known by or within Seller's possession or control relating to the Property, including but not limited to the following: A. Copies of building plans and specifications, if any, in Seller's possession; B. Copies of any warranties or guarantees relating to the Property, if any; C. Copies of any written notices received from any governmental agency or authority relating to the Property; 2 392433v2 SJB CL205 -50 D. Copies of all management and service contracts relating to the Property; E. Lists of all personal property located on or at the Property, if any; F. Copy of any environmental assessments including any Phase I environmental assessments, in Seller's possession or available to Seller, if any. 6. CLOSING DATE. The closing on the sale of the Property shall take place on December 1, 2011, or earlier date as mutually agreed by the parties. 7. REAL ESTATE TAXES. A. Seller shall pay on or prior to the Closing Date all real estate taxes due and payable in 2010 and prior years on the Property, including any delinquent real estate taxes. B. Real estate taxes due and payable in 2011 shall be prorated as of the date of Closing between Buyer and Seller. 8. SPECIAL ASSESSMENTS. A. Seller shall pay on or prior to the Closing Date the balance of all outstanding special assessments payable with respect to the Property. B. INTENTIONALLY OMITTED. C. Seller shall pay any deferred real estate taxes or special assessments, payment of which is required as a result of closing of this sale. D. As of the date of this Purchase Agreement, Seller has not received a notice of hearing for a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the Property. If a notice of a pending special assessment is issued after the date of this Purchase Agreement and on or before the Closing Date, Buyer shall assume payment of any such special assessment. E. Notwithstanding any other provisions of this Purchase Agreement, Seller shall at all times be responsible to pay special assessments, if any, for delinquent sewer or water bills, removal of diseased trees, snow removal, or other current services provided to the Property by the assessing authority while the Seller is in possession of the Property. 9. TITLE EXAMINATION. A. Buyer shall, promptly after the date of this Agreement, obtain a commitment ( "Title Commitment ") for an ALTA Form B 1997 Owner's Policy of Title Insurance insuring title to the real Property in the amount of the Purchase Price, 3 392433v2 SJB CL205 -50 issued by . The Title Commitment must commit to insure fee title to the Property subject only to Permitted Encumbrances (as defined below) and insure all covenants, easement rights, restrictions appurtenant to the Property, including rights of access and utility easements. Copies of all recorded documents affecting the Property must accompany the Commitment. B. Survey. At its expense, Buyer may obtain an ALTA /ASCM survey certified to Buyer, its lender and the title company. C. Buyer's Objections. Within ten (10) business days after receiving the Title Commitment, 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." Seller shall have twenty (20) days after receipt of the Objections to cure the Objections, except for existing leases. Seller shall have until closing to cure objections related to leases. Seller shall use its best efforts to correct any Objections. To the extent an Objection can be satisfied by the payment of money, Buyer shall have the right to apply a portion of the cash payable to Seller at the Closing to satisfaction of such Objection and the amount so applied shall reduce the amount of cash payable to Seller at closing. If Objections are not cured within such twenty (20) day period, Buyer will have the option to: (1) terminate this Agreement; OR (2) waive the objections and proceed to close; OR (3) withhold from the purchase price an amount reasonably required to remove the objections, which in the reasonable judgment of Buyer's title company is sufficient to assure cure of the objections. This amount will be placed in escrow (the "Escrow ") with the title company used to close the transaction ( "Title "), pending such cure. If seller does not cure such Objections within one hundred twenty (120) days after such Escrow is established, Buyer may then cure such Objections and charge the costs of such cure (including reasonable attorney's fees) against the amount in Escrow. Seller shall agree to pay the charges of Title to create and administer the Escrow. 10. CLOSING COSTS AND RELATED ITEMS. The Buyer shall be responsible for the following costs: (1) the cost of the Title Commitment and any title insurance premium; (2) deed transfer taxes and conservation fees required to be paid in connection with the warranty deed to be given by the Seller; (3) recording fees and conservation fees for all instruments required to establish marketable title in Seller; (4) any closing fee charged in connection with this transaction, and (5) recording fee for the warranty deed to be given by the Seller. Each party shall be responsible for its own attorneys' fees and costs. 4 392433v2 SJB CL205 -50 11. POSSESSION /CONDITION OF PROPERTY. Seller shall deliver possession of the Property to Buyer on the Closing Date. Seller may remove any personal property from the Property prior to the Closing Date. Any furniture, fixtures, equipment or other personal property remaining at the Property as of the Closing Date shall be deemed the property of Buyer and shall be conveyed to Buyer via bill of sale at Closing and may be used by Buyer or disposed of by Buyer as Buyer sees fit. Buyer and Seller will conduct a joint inspection of the Property at a time to be mutually agreed upon prior to Closing for the purpose of identifying personal property that may be reclaimed by Seller at Seller's sole option. 12. SELLER'S WARRANTIES. Seller hereby agrees, covenants, and represents and warrants to Buyer that to the best of Seller's knowledge: A. Seller has good and marketable fee simple title interest to the Property and no consents or approvals from any third parties are required. B. There are no notices, orders, suits, judgment or other proceedings related to zoning of the Property that have been violated. C. The Property will, as of the date of closing, be free and clear of all liens, security interests, all encumbrances, options, purchase agreement or right of first refusal, management or maintenance contracts, leases or other occupancy agreements and restrictions except Permitted encumbrances and except as provided in paragraph 4B(3) of this Agreement. Seller shall be responsible, at its sole cost and expense, to terminate all such contracts or covenants not specifically accepted by Buyer. D. All labor or material that have been furnished to the property have been fully paid for or will be fully paid for prior to the Closing Date so that no lien for labor or materials rendered can be asserted against the Property. E. The Property does not contain any underground or above ground storage tanks. If any such tanks have been previously located on the Property, Seller agrees to provide Buyer with any and all information available in connection with removal of any such tanks. F. No wells or sewage treatment systems are on the Property. Seller agrees to provide an affidavit and all information on any wells on the Property. G. Seller will not enter into any lease of the Property after the date of this Agreement. H. INTENTIONALLY OMITTED. I. There are no leases, contracts or agreements affecting that Property that Seller shall not terminate effective at or prior to the closing. 5 392433v2 SJB CL205 -50 J. Seller warrants that there is no pending or, to the best of Seller's knowledge and belief, threatened condemnation or similar proceedings affecting the Property. In the event any condemnation or eminent domain proceeding shall be commenced at any time prior to the Closing Date, which proceeding results or may result in a taking of all or any of the Property, then either party, at its option, may elect either to terminate this Agreement, and receive a full refund of the Earnest Money, plus all interest accrued thereon, whereupon the parties shall have no further obligations under this Purchase Agreement. The party initiating termination must notify the other party in writing within ten (10) business days of the party's receipt of notice of any condemnation or eminent domain proceeding with respect to the Property. Seller will promptly notify Buyer if Seller receives notice of any condemnation proceeding. If neither party elects to terminate this Agreement, the parties shall close on the sale, without diminution of the Purchase Price; provided, however, that Seller shall assign any condemnation or eminent domain award to Buyer. The representations and warranties set forth shall be continuing and shall be true and correct on and as of the closing date with the same force and effect as if made at the time and all such representations and warranties shall survive closing and shall not be affected by any investigation, verification or approval by any party. Seller agrees to indemnify and hold Buyer harmless from and against and to reimburse Buyer with respect to any and all claims, demands, causes of action, loss, damage, liabilities, and costs (including attorney's fees and court costs) asserted against or incurred by Buyer by reason of or arising out of the breach of any representation or warranty as set forth in this representation and warranty section. NO WARRANTIES OF SELLER: "AS -IS" PURCHASE. Except for the express representations and warranties provided above, Buyer hereby acknowledges and agrees that Buyer is purchasing and accepting the Property "as -is" and "where -is ", "with all faults ", without relying upon any representation or warranty with respect to the Property made by Seller, oral or written, express or implied. Buyer acknowledges that Seller has made no express or implied representations or warranties with respect to the Property or any condition thereof or financial aspects of the Property. Seller expressly disclaims and Buyer acknowledges and agrees that Seller has disclaimed, any and all representations, warranties or guaranties of any kind, whether oral, express, implied or statutory concerning the Property, including without limitation (i) the value, condition, merchantability, habitability, particular purpose or use, of the Property; (ii) the manner or quality of the construction or material, if any, incorporated into any improvements located on the Property; and (iii) the manner, repair, quality, state of repair or lack of repair of any such improvements or personal property contained on the Property or used in connection therewith. The Property does not contain any underground or above ground storage tanks, except a water storage tank located in the basement. If any such tanks have been previously located on the Property, Seller agrees to provide Buyer with any and all information available in connection with removal of any such tanks. 6 392433%2 SJB CL205 -50 To the Seller's knowledge, there are no hazardous substances, as defined in applicable state and federal law, located anywhere in or on the subject Property or affecting the subject Property, except for asbestos in the tiles. 13. REMOVAL OF HAZARDOUS MATERIALS. Seller, prior to vacation of the Property, shall remove all substances which, under state or federal law, must be disposed of at an approved disposal facility. This requirement does not apply to hazardous substances integrated into the building improvements (e.g., asbestos) or soil but applies only to movable equipment, supplies and materials that are located or stored on the Property. Buyer and Seller will conduct a joint inspection of the Property at a time to be mutually agreed upon prior to Closing for the purpose of identifying materials that must be removed by Seller. 14. DISCLOSURE; INDIVIDUAL SEWAGE TREATMENT SYSTEM. Seller discloses that there is not an individual sewage treatment system on or serving the Property. 15. RISK OF LOSS. The risk of loss or damage to the Property prior to Closing shall be allocated among the parties as provided under this paragraph. If, prior to Closing any portion of the Property is damaged due to causes for which insurance coverage is available, the parties shall proceed to closing as provided under this Agreement and Seller shall assign up to $505,000.00 of the proceeds to Buyer. Any proceeds available beyond the actual damages shall be the property of Seller. Seller represents that Seller has the following insurance coverage for the Property and that Seller will maintain in force Seller's current insurance coverage until Closing: $950,000.00 casualty insurance. If no insurance coverage is available, then Buyer may, at its sole option, terminate this Agreement by giving notice of termination to Seller within 15 days after Buyer receives notice of the damage. Notwithstanding anything else in this paragraph, if the Property is damaged due to the negligent or intentional acts of Buyer, its agents, contractors or employees, then Seller may terminate this Agreement by giving notice of termination to Buyer within 15 days after Seller discovers the damage. If either party terminates this Agreement under this Paragraph, Seller shall promptly return the Earnest Money to Buyer, the parties shall execute a termination of purchase agreement, and the parties thereafter shall have no further rights, liabilities, or obligations under this Agreement. 16. NO RELOCATION. Seller acknowledges the Property is not leased to or occupied by any tenant as of the date of this Agreement. 17. BROKER COMMISSIONS. Buyer and Seller each represents and warrants to the other that there is no broker involved in this transaction with whom either has negotiated or to whom the representing party has agreed to pay a broker commission or finder's fee in connection with negotiations for purchase or sale of the Property. 18. NO MERGER OF REPRESENTATIONS, WARRANTIES. All representations and warranties contained in this Purchase Agreement shall not be merged into any instruments or conveyance delivered at Closing and the parties shall be bound accordingly. 19. ENTIRE AGREEMENT; AMENDMENTS. This Purchase Agreement constitutes the entire agreement between the parties, and no other agreement prior to this Purchase Agreement or 7 392433v2 SJB CL205 -50 contemporaneous herewith shall be effective except as expressly set forth or incorporated herein. Any purported amendment shall not be effective unless it shall be set forth in writing and executed by both parties or their respective successors or assigns. 20. BINDING EFFECT; ASSIGNMENT. This Purchase Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. Buyer shall not assign its rights and interest hereunder without notice to Seller. 21. NOTICE. Any notice, demand, request or other communication which may or shall be given or served by the parties shall be deemed to have been given or served on the date the same is deposited in the United States Mail, registered or certified, postage prepaid and addressed as follows: A. If to Seller: ACCAP 1201 89 Avenue NE Suite 345 Blaine, MN 55434 B. If to Buyer: Columbia Heights Economic Development Authority Attn: Scott Clark 590 4oth Ave. NE Columbia Heights, MN 55421 22. SPECIFIC PERFORMANCE. This Purchase Agreement may be specifically enforced by the parties, provided that any action for specific enforcement is brought within six months after the date of the alleged breach. This paragraph is not intended to create an exclusive remedy for breach of this Purchase Agreement; the parties reserve all other remedies available at law or in equity. [remainder of page left blank intentionally] 8 392433v2 SJB CL205 -50 IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the date written above. SELLER ANO "A COUNTY COMMUNITY ACTIO P' A M, INC. By: , Its: 4oard Chair BUYER COLUMBIA HEIGHTS ECONOMIC DEV “IrrtINT AUTHIRITY B : Its: President By z Its: Executive Director 9 392433v2 SJB CL205-50