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HomeMy WebLinkAboutContract No. 2015-2687.03PURCHASE AGREEMENT I PARTIES. This purchase agreement (the "Purchase Agreement") is made this L, day offic2016byai -id between Anoka County Community Action program Inc., a Mirmeso(6 nonprofit corporation (the "Seller") and the Columbia Heights Economic Development Authority, a Minnesota public body corporate and politic (the "Buyer"'), 2. SUBJECT PROPERTY. The Seller is the owner of that certain real estate (the "Property") with an address of 4641/4643 Polk Street located in the City of Columbia Heights, Anoka County, Minnesota and legally described as: See attached Exhibit A. 3. OFFER/ACCEPTANCE. In consideration of the mutual agreements herein contained, the Buyer offers and agrees to purchase and the Seller agrees to sell the Property, 4. CONTINGENCIES. This Purchase Agreement is contingent upon the following, A. Approval of this Purchase Agreement by the Buyer's governing body; B. The Buyer conducting soil borings and testing on the Property and receiving a report that is satisfactory to the Buyer; C. The Property being released from any Minnesota Housing Finance Agency MITYA.") or United States Department of Housing and Urban Development l -RID") obligations; and D. Condition of title being satisfactory to the Buyer following the Buyer's examination of title as provided in Section I I of this Purchase Agreement; The Buyer shall have until the date of closing to remove the foregoing contingencies. The contingencies are solely for the benefit of the Buyer and may be waived by the Buyer. If" the contingencies are duly satisfied or waived, then the Buyer and the Seller shall proceed to close the transaction as contemplated herein. If, however, if one or more of the contingencies is not satisfied, or is not satisfied on time, and is not waived by the Buyer, this Purchase Agreement shall thereupon be void, at the option of the Buyer, If this Purchase Agreement is voided by the Buyer, the Buyer and the Seller shall execute and deliver to each other a termination of this Purchase Agreement. 5, PERSONAL PROPERTY INCLUDED IN SALE. The following items of personal property owned by the Seller and currently located on the Property are included in this sale: none. 6. PURCHASE PRICE AND TERMS. The Buyer shall pay the Seller $75,000.00 for the Property at closing. The Seller acknowledges that the Buyer's consideration includes consideration for all relocation services and relocation benefits to which the Seller may be entitled to by law. 480270y1 SJS CL205-62 7. CLOSING DATE. The closing of the sale of the Property shall take place on 2016 unless otherwise Mutually agreed by the parties. The closing shall take place at Colurnbia Heights City Hall, located at: 590 40Lh Avenue NE in Columbia Ficights, Minnesota fir such other location as mutually agreed upon by the parties. 8. ENVIRONMEWAL INSPECTION AND SOIL TESTS. The Buyer an its agents shall have the right to enter upon the Property after the date of this Purchase Agreement for the purpose of making surveys, inspections, investigations, soil borings and testing relative to the Buyer's purchase ofthe Property. In consideration for such right of entry, the Buyer agrees to: A. Notify the Seller at least 48 hours in advance of the date and time that the Buyer, its agents, employees or contractors will enter the Property and of the purpose for the entry, in order to permit the Seller to be present during the time any work is being done by the Buyer, its agents, employees or contractors; B. Provide to the Seller a copy of all test results and reports prepared by the Buyer or its consultants evaluating the conditions present on the Property, as soon. as reasonably possible following final completion thereof-, C. Dispose of all solid waste generated during the course of the Buyer's sampling activities and other work on the Property in accordance with applicable federal, state and local laws, rules and regulations; D. Coordinate activities with the Seller so as to avoid unnecessary disruption to or interference with the Seller's use of the Property; E. Do no unnecessary darnage to the Property and restore the Property to substantially the same condition as the condition in which it was found by the Buyer at the time of entry upon the Property by the Buyer, its agents, employees or contractors; F. Hold the Seller harmless from and indemnify the Seller from any and all claims, damages, judgments or obligations, including the cost of defense of suit, arising out of darnage to the Property or arising out of injury to anyone incurred or alleged to have been incurred in connection with or as a result of the intentional torts or negligence of the Buyer, its agents, employees or contractors. Notwithstanding the foregoing, (i) neither the Buyer nor its contractors shall be responsible for the timeliness of any submission or application for further investigation or feasibility analysis or determining the proper methods of removal, treatment or disposal of any pollutants, contaminants or hazardous substances present on the Property; and (ii) nothing in this Purchase Agreement shall be deemed a waiver of defenses or limitations available to the Buyer under Minnesota Statutes Chapter 466; and G. If the Buyer or its contractors removes a sample or portion of the Property for investigation, monitoring or testing or obtains any data or issues any report, it must give the Seller an equal arnount of the sample or portion and a copy of any data or 2 480270vt S1SCL705-62 report, and must permit the Seller to perform an independent investigation, monitoring, or testing of the sample or portion. 19. DOCUMENTS TO BE I)ELIVERED AT CLOSING. The Seller agrees to deliver the following documents to the Buyer at closing: A. A duly recordable warranty deed conveying fee simple title to the Property to the Buyer, free and clear of any mortgages, liens or encumbrances other than matters created by or acceptable to the Buyer; B. Ali affidavit from the Seller Sufficient to remove any exception in the Buyer's policy of title insurance for mechanics' and materialinens' liens and rights of parties in possession; C. Affidavit of the Seller confirming; that the Seller is not a loreign person within the meaning of'Seetion 1445 of the Internal Revenue Code; D. A completed Minnesota Well Disclosure Certificate, unless the warrant), deed includes the statement "the Seller certifies that the Seller does not know of any "ells on the described Property;" and E. Any notices, certificates, and affidavits regarding ally Private sewage systerns, underground storage tanks, and environmental conditions as may be required by Minnesota statutes, rules or ordinances. 10. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. The Seller shall be responsible l"or all real estate taxes, including any deferred real estate taxes, penalties or interest, f'or the years prior to the year in which closing occurs. Real estate taxes that are due and payable in the year of closing shall be prorated between the Buyer and the Seller. B. The Seller shall pay all special assessments levied against the Property as of the closing date, including special assessments certified for payment with the real estate taxes and all deferred assessments, The Buyer shall assume payment of any special assessments that are pending but not levied against the Property as of the closing date. 11. EXAMINATION OF TITLE. The Buyer's examination of title to the Property shall be conducted as follows: A. SELLER'S TITLE EVIDENCE. The Seller, at its cost, shall provide the Buyer with a title commitment for the Property within 30 days of the date of this Purchase Agreement, 4802700, I 5JS 0,205-62 B. BUYER'S OBJECTIONS. The Buyer shall make written objections (the Objections") to the form or contents of the title commitment or condition of title within 10 business days after receipt of the same. The Buyer's, failure to make Objections within such time period shall constitute waiver of the Objections. The Seller shall have 30 days after receipt of the Objections to cure the Objections, during which period the closing will be postponed, if necessary, The Seller shall use all reasonable efforts to correct any Objections. If the Objections are not cured within such 30 day period, the Buyer will have the option to do either of the following: Ten-ninate this Purchase Agreement, it' termination is due to the Sellers failure to cure title objections or any other detault of the Seller: or 2. Cure the Objections at the Buyer's expense, 12. CLOSING COSTS AND RELATED ITEMS,. The Seller shall be responsible for the following closing costs and related items: (1) all recording flees and charges relating to the filing of any instrument required to make title marketable; (2) any state deed tax, conservation fee or other fi deral, state or local docurnentary or revenue stamps or transfcr tax with respect to the warranty deed to be delivered by the Seller, (3) the cost of preparing the title corni-nitment, including the abstracting, fees; and (4) the Seller's own legal and accounting fees associated with this transaction. The Buyer shall be responsible for the following closing costs and related items: (1) the cost of any surveys, soil tests, environmental assessments, inspection reports, appraisals or other tests and reports ordered by the Buyer in connection with its purchase of the Property; (2) all premiums required flor issuance of the title insurance policy; (3) any fees for standard searches with respect to the Seller and the Property; (4) recording fees and charges related to the filing ofthe warranty deed; and (5) its own legal and accounting fees associated with this transaction. All closing flees charged by the title company and any escrow fees charged by any escrow agent engaged by the parties In connection with this Purchase Agreement shall be split equally between the Buyer and the Seller. 13. POSSESSION/CONDITION OF PROPERTY. The Seller shall deliver possession of the Property to the Buyer at closing in the condition as the Property existed on the date of execution of this Purchase Agreement. The Seller agrees to remove from the Property all debris and any items of the Seller's personal property not included in this sale no later than 4:00 p.m. Oil the date before thep date of the closing, The Seller shall remove all substances which, Linder state or federal law, must be disposed of at an approved disposal facility. 14. DISCLOSURE; INDIVIDUAL SEWAGE TREATMENT SYSTEM. The Seller represents that there is not any individual sewage treatment system on or serving the Property, 15. WELL DISCLOSURE. The Seller represents that there are not any wells on the Property. 16. SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and warrants to the Buyer as of the Closing Date that: A. Title. The Seller has good, indefeasible and marketable fee simple title to the Property. 4 4902700 I SJS Ct205-62 13. Condemnation. There is no pending or, to the actual knowledge of the Seller, threatened condemnation or similar proceeding affecting the Property or any portion thereof,, and the Seller has no actual knowledge that any such action is contemplated, C. Defects. The Seller is not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easernents and restrictions. D. Legal Compliance. The Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property and the Seller shall continue to comply with such laws, ordinances, regulations, statutes, rules and restrictions, E. Legal Proceedings, There are no legal actions, suits or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof; and the Seller has no knowledge that any such action is presently contemplated, F. Refuse and Hazardous Materials, The Seller has not performed and have no actual knowledge of any excavation, dumping or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Seller's best actual knowledge and belief, there are no I lazardous Materials- (as hereinafter defined) on the Property that would subject the Buyer to any liability under either federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise, Without limiting the generality of the foregoing, the Seller represents and warrants to the Buyer that, to the Seller's best actual knowledge and belief: The Properly is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with Hazardous Materials: I No Hazardous Materials have ever been installed, placed, or in any manner handled or dealt with on the Property; 3. There are no underground or aboveground storage tanks on the Property; 4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant or person collectively, "Occupant") has received any notice or advice from any governmental agency or any other OCCUpant with regard to Hazardous, Materials on, from or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or sirnilar materials, asbestos or any 480270v I SJS C1.205-62 material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic Substance by an), fLderal, state or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. as amended (42 U.S.C. Section 9601, et seq.), the IlazardOLIS Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U-S. C. Section 1251, et seq.), the Clean Air Act, as amended {42 US.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. G. t f. (' , The Seller has the legal capacity to enter into this Agreement. The Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Seller within the last year. H. f.,eases. There are no third parties in possession of the Property, or any part thereof-, and there are no leases, oral or written, affecting the Property or any part thereof. foreign Status, The Seller is not a "foreign person" as such term is defined in the Internal Revenue Code, J. MethatiThetan-flne production. 'I"o the best of the Seller's knowledge, rnethamphetarnine production has not occurred on the Property, The Seller's representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer's execution of this Purchase Agreenlent and the Buyer's performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of" the closing date with the same force and effect as if made at that time; and all of` such representations and warranties shall survive the closing, and any cancellation or termination of this Purchase Agreement, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Seller agrees to defend, indemnify and hold the Buyer harinless for, from, and against any loss, costs, dan-iages, expenses, obligations and attorneys' fees incurred should an assertion, claim, demand, action or cause of action be instituted, made or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 17. RELOCATION BENEFITS; INDEMNIFICATION. The Seller acknowledges that the Seller is not being displaced frorn the Property as a result of the transaction contemplated by this Purchase Agreement and that the Seller is not eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for which the Seller may be eligible. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement, 480270vi SISC1,205-62 18. TENANTS. The Seller warrants that there are not any tenants on the Property with a lawful leasehold interest. In the event any tenant comes forward and claims an interest in the Property at the time of or following the purchase, the Seller agrees to fully indemnify the Buyer for any and all costs associated with terminating such tenancy and for any and all relocation assistance and benefits that may be due to such tenant together with attorneys" fees that the Buyer would have to incur in connection with legal action required to resolve any relocation assistance or benefits dispute Nvith such tenant. f,or Sections 17 and IS of this Purchase Agreement, "relocation assistance and benefits" shall have the meaning ascribed to them by the Uniform Relocation Assistance and Real Property Acquisition Policies Act, 42 U.S.C. Sections 4601-4655 (the federal URA) and the regulations implementing the federal URA, 49 CT.R. Sections 24.1-24,603. 19. BROKER COMMISSIONS. The Seller and the Buyer represent and warrant to each other that they have not dealt with any brokers in connection with the transaction contemplated by this Purchase Agreement. Each party agrees to indemnify, de fend and hold each other harmless from the claims of any broker, or real estate agent. 20. ENTIRE AGREEMENT. f,h, S Purchase Agreement constitutes the entire agreement between the parties and no other agreement prior to this Purchase Agreement or contemporaneous herewith shall be effective except as expressly set forth or incorporated herein. 21. AMENDMENTAND MODIFICATION. No amendment, modification or waiver of any condition, provision or term of this Purchase Agreement shall be valid or have any effect unless made in writing, is signed by the party to be bound and specifies with particularity the extent and nature of such amendment, modification or waiver. Any waiver by either party of any default by the other party shall not affect or impair any right arising trorn any previous or subsequent default. 22. BINDING EFFECT. This Purchase Agreement binds and benefits the parties and their successors and assigns. 23. NOTICES. Any notice, demand, request or other communication which may or shall be given or served by the Seller on the Buyer or by the Buyer on the Seller, shall be deemed has been given or served on the date the same is hand delivered or the date of receipt or the date of delivery if deposited in the United States mail, registered or certified, postage prepaid, and addressed as follows: A. if to the Seller: Anoka County Community Action Program, Inc, 1201 89"' Avenue N.E,, Suite 345 Blaine, MN 55434 B. If to the Buyer: Columbia Heights Economic Development Authority Attention: Executive Director 590 40'h Avenue NLI Columbia Heights,, MN 55421 With a copy to: Sarah Sonsalla 7 480270v I SJS 0,205-62 Kennedy & Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 or such other address as either party may give to another party in accordance with this Section, 25. NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Purchase Agreement shall be construed or interpreted as creating a partnership or joint venture between the Seller and the Buyer relative to the Property. 26. CUMULATIVE RIGHTS. Except as may otherwise be provided herein, no right or remedy herein conferred on or reserved by either party is intended to be exclusive of any other right or remedy provided by law, but such rights and remedies shall be cumulative in and in addition to every other right or remedy given herein or elsewhere or existing at law, equity or by statute, 27. DEFAULT; REMEDIES; SPECIFIC PERFORMANCE. If the Buyer defaults in any of the agreements herein, the Seller may terminate this Purchase Agreement, If this Purchase Agreement is not so terminated, the Buyer or the Seller may seek actual damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement; provided that any action for specific enforcement must be brought within six months after the date o f the alleged breach. 48027N 1 SA C1205-62 IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the date written above. SELLER ANOKA COUNTY COMMUNITY ACTION PROGRAM, INC. By: Its: _PatTiqk McFgland Executive Director COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT 480270vl SJS CL205-62 EXH1131T A Legal Description of the Property That Pan ofLot 23 lying north ofthe South 20 feet of the SD Lot 23 and Lot 24, Block 1, Shel:lields 2 "a SUbdPvision, County of Anoka, State of Minnesota. 480270v7 SJS (1205-62