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HomeMy WebLinkAboutContract No. 2015-2687.02I10-3W111=010) 1 am-WO: 1. Parties. This Purchase Agreement is made as of 5/19 2015 between the COLUMBIA HEIGHTS ECONONEC DEVELOPMENT AUTHORITY, a public bod corporate and politic wider the laws of Minnesota having its office located at 590 40 H Avenue NE, Columbia Heights, NINI (the "Seller'', and Timbercraft Enterprises, Inc. (the " Buyer"). 2. Offer/Acceptance. Buyer offers to purchase and Seller agrees to sell real property legally described as follows (the "Propertf): 3846 Tyler Street NE — ColumbialIcights, MW 55421 Waltons I" Sub of Res Hills, City of Columbia Ifeights, Lot 6,131k 4, Waltons 1" Sub of Reservoir Hills 3. Price and Terms. The price for the Property is $7,500.00 which Buyer shall pay as follows: Earnest money of $500.00 by check, receipt of which is hereby acknowledged by Seller, and the balance of $7000.00 to be paid by certified check on the Date of Closing. The "'Date of Closing" shall be on 6/12/15, or such other earlier or later date as the parties mutually agree. 4. Personal Property Included in Sale. There are no items of personal property or fixtures owned by Seller and currently located on the Property for purposes of this sale. 5. Deed. TJP011 Performance by Buyer, Seller shall deliver a quit claim deed conveying title to The Property to Buyer, in substantially the form attached as Exhibit A (the "Deed"). 6. Real Estate Taxes and Special Assessments. The parties agree aural understand that the Property is exempt from real estate taxes for taxes payable in the current year. Seller RETURN TO- Final Documents DW. 421009v4 C"0549 Stewart Tille of Minnesota 1700West 82nd Street, Suite 100, Bioomington, MN,554-31 0- 100 - 1 3s- q shall pay on Date of Closing all special assessments levied against the Property as of the date of this agreement, including those certified for payment with taxes due and payable in 2015.. Seller represents that there are no special assessments pending as of the date of this agreement. If a special assessment becomes pending after the date of this agreement and before the Date of Closing, Buyer my, as Buyer's option: A. Assume papment of the pending special assessment without adjustment to the purchase agreement price ofthe Property; or Require Seller to pay the pending special assessment and Buyer shall pay a commensurate increase in the purchase price of the Property, which increase shall be the same as the estimated amount of the assessment; or C. Declare this agreement null and void by notice to Seller, and earnest money shallberefundedtoBuyer. 7. Closing Costs and Related Items. The Seller shall be responsible for the following costs, a) recording fees and conservation fees for all instruments required to establish marketable tide in. Seller; (b) deed transfer taxes and conservation fees required to be paid in connection with the Deed be given by Seller; and (c) Seller's broker fees. Buyer shall be responsible for the payment of the following costs: (d) recording fees required to be paid in connection with the Deed to be given by Seller; (e) the cost of the rcgistered property abstract or updated abstract, or in the absence of an abstract the cost of the premium for an, owner's policy of title insurance, and (f) closing fee, if any. Each party shall be responsible for its own attorneys' fees and costs. 8. Sewer, and Water. Seller warrants that city sewer is available at the Property line, and that city water is available in the right of way adjacent to the Property. Seller makes no warranty regarding the conditions of any existing water stub from the main to the Property line. Seller advises Buyer to inspect the condition of the water stub. 9. ondition of Property. Buyer acknowledges that they have inspected or have had the OPPOrtunitY to inspect the Property and agree to accept the Property "AS IS." buyer has the right, at its own expense to take soil samples for the purpose of determining if the soil is suitable for construction of the dwelling described in section 14 below. If the soil is determined to be unacceptable the Buyer may rescind this agreement by written notice to the Seller, in which case the agreement shall be null and void and all earnest money paid hereunder shall be refunded to the Buyer. Seller makes no warranties as to the condition of the Property. 10. Marketability of Title. As soon as reasonably practicable after the date of this Agreement, Seller shall furnish to Buyer a registered property abstract or an updated abstract of' title to the Property, certified to date to include proper searches coveringbankruptcies, state and federal judgment and liens. In the absence of an abstract of title, the Seller will provide a title commitment anal title insurance. Buyer shall have fifteen 2 421009v4 M M5-49 15) business days after receipt of the abstract or title commitment to examine the same and to deliver written objections to title, if any, to Seller, Seller shall have the greater of i) the number of days remaining until the Date of Closing or (ii) thirty (30) days to have such objections removed or satisfied. 11. Title Clearance and Remedies. If Seller shall fail to have title objections timely removed, the Buyer may, at its sole election: (a) terminate this Agreement without any liability on its part; in which event the earnest money shall be promptly refunded in exchange for a quit claim deed to the Property from Buyer, or (b) take title to the Property subject to such objections. Iftitle is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: A. Cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. The parties acknowledge their intention that any note given pursuant to this contract is a down payment note, and may be presented for payment notwithstanding cancellation; B. Seek specific: performance within six months after such right of action arises, including, costs and reasonable attorney's fees, as permitted by law. If title is marketable, or is made marketable as provided herein, and Seller defaults in any ofthe agreements herein, Buyer may, as permitted by law: C. Seek damages from Seller including costs and reasonable attorney's fees; D. Seek specific performance within six months after such right of action arises 12. Well Disclosure. Seller certifies that Seller does not know of any wells on the Property. 13. Individual Sewage Treatment System Disclosure. Seller certifies that there is no individual sewage treatment system on or serving the property., 14. Construction and Sale reff Dwelling. Buyer agrees that it will construct a new single family dwelling on the Property, intended for sale to a person or persons for residential occupancy (an "Owner Occupant"). This covenant shall survive the delivery of the Deed. A. The single family dwelling described in this Section is referred. to as the Minimum Improvements." 13, TI-ic Minimum. Improvements shall consist of a house with approximately 1248 square feet, 3 bedrooms, and shall be constructed substantially in accordance with the Scattered Site Housing Program Design Requirements on -file in City Hall. 421 O09v4 CL205-49 Construction plans must be approved by the Community Development Department prior to commencement of construction. Construction of the Minimum Improvements must be substantially completed by 12/31 2015. Construction will be considered substantially complete when the final certificate ofoccupancy has been issued by the City of Columbia Heights building official, C. Promptly after substantial completion of the minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Buyer to construct such Minim-am hriprovements (including the date for completion thereof), the Seller, will furnish the Buyer with a Certificate of Completion for such improvements. Such certification by the Seller shall be (and it shall. be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants, in the Agreement and in the Deed with respect to the obligations of the Buyer and its successors and assigns, to construct the Minimum Improvements and the dates for completion thereof. The certificate provided for in this Section of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Property. If the Seller shall refuse or fail to provide any certification in accordance with the provisions of this Section, the Seller shall, within thirty (30) days after written request by the Buyer, provide the Buyer with a written statement, indicating in adequate detail in what respects the Buyer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default and what measures or acts it will be necessary, in the opinion of the Seller for the Buyer to take or perform in order, to obtain such certification. D. The Buyer represents and agrees that until issuance of the Certificate of Completion for the Minimum Tmprovements: 1) Except for any sale to an Owner Occupant, the Buyer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or -kNith respect to this Agreement or the Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfef "), without the prior written approval of the Seller's board of commissioners. The term "Transfer" does, not include encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Buyer or any successor in interest to the Property, or any part thereof, to construct the Minimum Improvements or component thereof 2) If the Buyer seeks to effect a Transfer to any person or entity other than an Owner Occupant prior to issuance of the Certificate of Completion, the Seller shall be entitled to require as conditions to such Transfer that: 4 421 W9v4 CL205-49 i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Seller, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Buyer as to the portion of the Property to be transferred, and ii) Any proposed transferee, by instrument in writing satisfactory to the Seller and in form recordable in the public land records of Anoka County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of the Seller, have expressly assumed all of the obligations of the Buyer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Buyer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless, and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Seller) deprive the Seller of any rights or remedies or controls with respect to the Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Seller of or with respect to any rights or remedies, on controls, provided in or resulting from this Agreement with respect to the Property that the Seller would have had, had there been no such transfer or change. In the absence of specific written agreement by the Seller to the contrary, -no such transfer or approval by the Seller thereof shall be deemed to relieve the Buye•,, or any other party bound in any way by this Agreement or otherwise with respect to the Property, from any of its obligations with respect thereto. iii) Any and all instrurnents and other legal documents involved in effecting the transfer of any interest in this Agreement or the Property governed by this subsection E. shall be in a form reasonably satisfactory to the Seller. 3) If the conditions described in paragraph (2) above are satisfied then the TTanster wAill be approved and the Buyer shall be released from its obligation under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (3) apply to all subsequent transferors. 5 421009v4 CL20549 4) Upon issuance of the Certificate of Completion, the Buyer may Transfer the Property and/or the Buyer's rights and obligations under this Agreement with respect to such Property without the prior written consent of the Seller [, except to the extent required under paragraph F of this Section] . E. The Buyer, and its successors and assigns, agree that they (a) will use the Minimum Improvements only as a single family dwelling, and in the case of an Owner Occupant, -will occupy the Property as a residence, (b) will not rent the Property to any person or entity, (c) will not seek exemption from real estate taxes on the Property under State law, and (d) will not transfer or permit transfer of the Property to any entity whose ownership or operation of the Property would result in the Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City of Columbia Heights or Seller in accordance with this Agreement). The covenants in this paragraph run with the land, survive both delivery of the Deed and issuance of the Certificate of Completion for the Minitnum Improvements, and shall remain in effect for 10 years after the Date of Closing. F. The Buyer shall use its best efforts to convey the Property (either before or after issuance of the Certificate of Completiort) to an Owner Occupant whose household income does not exceed (a) 100% of median income in the case of one or two person household Owner Occupauts, or (b) 115% of median income in the case of three or more person Owner Occupants. The term "median income" means the median income in the seven-county metropolitan area, or the State as a whole, whichever is greater, using income data available from the Minnesota Housing Finance Agency as of the date of closing on sale to the Owner Occupant Prior to closing on sale the Property by Buyer to an Owner Occupant, Buyer shall: 1) Notify the Seller in writing whether the proposed Owner Occupant will meet the income qualifications under this paragraph; and 2) If the proposed Owner Occupant will noc t meet the income limits, describe Buyer's efforts to find an income-qualified buyer; and 2) If the proposed Owner Occupant will meet the income limits,, submit to Seller evidence of Owner Occupant's income in a form satisfactory to Seller, evidencing compliance with the income limits described above. The covenant in this Section applies only to the -first sale of the Property to an Owner Occupant, and does not apply to any subsequent sale by an Owner Occupant to any other person or party. 15. Revesting Title in Seller upon Happening of Event Subsequent to Conveyance to Buyer. In the event that subsequent to conveyance of the Property or any part theTeofto the Buyer and prior to receipt by the Buyer ofthe Certificate of Completion for ofthe Nfinimum huprovements, the Buyer, subject Lo Unavoidable Delays (as her(-after defined), fails to 6 421009v4 CL205-49 carry out its obligations with respect to the construction of the Minimum Improvements includi i i f*r '; nature an A i Buyer and failure on the part of the Buyer to remedy, end, or abrogate such default within the ri•d and in-Vue -itzi-ter st9ird i-t '416-m ELI only if the events stated in this Section have not been cured within the time periods f!Tovided above. Notwithstanding anything to the contrary contained in this Section, the Seller shall have no right to reenter or retake title to and possession of a portion of the Property for which a Certificate of Completion has been issued. For the purposes of this Agreement the term "Unavoidable Delays" means delays beyond the reasonable control of the Buyer as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimwn Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Seller in exercising its rights under this Agreement) which directly results in delays. Unavoidable Delays shall not include delays in the Buyer's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under this section of this Agreement. 16. Resale of Reacquked Property; Disposition of Proceeds. Upon the revesting in the Seller of title: to and/or possession ofthe Property or any part thereof as provided in Section 16, the Seller shall apply the purchase price paid by the Buyer under Section 4 of this Agreement as follows: a) First, to reimburse the Seller for all costs and expenses incurred by the Seller, including but not limited to proportionate salaries ofpersonnel, in connection with the recapture, management, and resale of the Property or pait thereof (but less any income derived by the Seller from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by the Seller, an amount, if paid, equal to such taxes, assessments, or charges (as 7 421009v4 GL205-49 determined by the Seller assessing official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in the Seller or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Buyer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or part thereof, and any amounts otherwise owing the Seller by the Buyer and its successor or transferee; and b) Second, to reimburse the Buyer for the balance of the purchase price remaining after the reimbursements specified in paragraph (a) above. Such reimbursement shall be paid to the Buyer -upon delivery of an executed, recordable warranty deed to the Property by the Buyer to the Seller. 17. Time is of the essence for all provisions of this contract. 18, Notices., All notices required herein shall be in writing and delivered personally or mailed to the address shown at paragraph I above and, if mailed, are effective as of the date of mailing. 19. Minnesota Law. This contract shall be governed by the laws of the State ofMinnesota. 20. Specific Performance. This Agreement may be specifically enforced by the parties, provided that an action is brought within one year of the date of alleged breach of this Agreement. 21. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Seller or Buyer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exorcise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient, 22. No Merger of Representations, Warr,antim All representations and warranties contained in Iffis Purchase Agreement shalll not be merged into any instruments or conveyance delivered at closing, and the parties shall be bound accordingly. 23. Recording. This Agreement shall be fined of record with the Anoka County Registrar of Titles or Office of Recorder, as the cast may be. Buyer shall pay all recording costs. 421009v4 CI-205-49 In witness of the foregoing, the parties have executed this agreement on the year and date written above. SELLER- COLUMBIA HEIGHTS FCONOMIC DEVELOPMENT AUT110RITY 0 STATE OF MINNESOTA ss. COUNTY OF ANC The oregoing was acknowledqd before me. this day of a 20 and the President by Ykio 0 -e — -ALVL_ ve Director of C4uinbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf ofthe public body corporate and politic. CW4,wt ,6xva S-1 421009V4 (A 205-49 BUYER. By: Date ffl!' M W ss' COUNTY OF AW4RA7&MW' The foregoing was acknowledged before me this the Of kkdkeLxA-W a Minnesota jonbehalfoftheQovt?501",b n t K)5r p 'se This document draped by Kennedy & Graven, Chartered 470 U.S. Bank Plaza Nfinneapolis, 55402 M 421009v4 Cameos -49.