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HomeMy WebLinkAbout2023-4137Authentisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 CONTRACT #2023-4137 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made as of this 6 h day of February, 2023, by and between Matthew Plemel POA for Michael James Plemel, a single individual, (the "Seller") and the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer"). RECITALS The Seller is the owner of property located at: 841 49th Avenue Northeast, Columbia Heights, Anoka County, Minnesota (PID No. 26-30-24-14-0136), which is legally described on the attached Exhibit A (the "Property"). AGREEMENT 1. Offer/Acceptance for Sale of Property. The Seller agrees to sell to the Buyer the Property and the Buyer agrees to purchase the same, according to the terms of this Agreement. 2. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is Ninety -One Thousand Nine Hundred Seventy -Six and 00/100ths Dollars ($91,976.00) (the "Purchase Price"). B. TERMS: (1): Earnest Money. The sum of One Thousand Dollars ($1,000.00) (the "Earnest Money") shall be paid by the Buyer to the Seller, receipt of which is hereby acknowledged by the Seller. (2): Balance Due Seller. The Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing Date") any remaining balance of the Purchase Price due to the Seller according to the terms of this Agreement. (3): Deed/Marketable Title. Subject to performance by the Buyer, the Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to the 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. Public utility and drainage easements of record which will not interfere with the Buyer's intended use of the Property. CL205-82-852435.v2 Aulhen0signID: 09B46224-FFA6-ED11-9174-0050F2765AB1 (4): Documents to Be Delivered at Closing by the Seller. In addition to the Warranty Deed required at paragraph 2B(3) above, the Seller shall deliver to the Buyer: a. Standard form Affidavit of Seller. b. A "bring -down" certificate, certifying that all of the warranties made by the Seller in this Agreement remain true as of the Closing Date. C. Certificate that the Seller is not a foreign national. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 213(3) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." The Seller agrees to have all wells located on the Property, which are not in use, sealed by a licensed well contractor at the Seller's expense prior to closing. If the circumstances prohibit locating and sealing wells prior to closing, the Seller agrees to escrow funds on the Closing Date for the purpose of locating and sealing wells. e. Methamphetarnine Disclosure Certificate. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that the Seller has complied with the terms of this Agreement. 3. Contingencies. The Buyer's obligation to buy is contingent upon the following: a. The Buyer's determination of marketable title pursuant to paragraph 4 of this Agreement; b. Approval of this Agreement by the Buyer's Board. The Buyer shall have until the Closing Date to remove the foregoing contingencies. The contingency at a. is solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at b. may not be waived by either party. If the Buyer or its attorney gives written notice to the Seller that the contingencies at a., and b. are duly satisfied or waived, the Buyer and the Seller shall proceed to close the transaction as contemplated herein. If one or more of the Buyer's or the Seller's contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall thereupon be void at the written option of the Buyer and the Seller shall return the Earnest Money to the Buyer, and the Buyer and the Seller shall execute and 2 CL205-82-852435.v2 Aulhentisign lD:09&46224-FFA6-ED11-9174-0050F2765AB1 deliver to each other a termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties: (a) The Seller shall surrender any abstract of title, certificate of title, or a copy of any owner's title insurance policy for the Property, if in the Seller's possession or control, to the Buyer or to the Buyer's designated title service provider; and (b) The Buyer shall obtain the title evidence determined necessary or desirable by the Buyer The Buyer shall have 20 days from the date it receives such title evidence and a fully executed Purchase Agreement to raise in writing any objections to title it may have. Objections not made within such time will be deemed waived. The Seller shall have 30 days from the date of such objection to affect a cure; provided, however, that the Seller shall have no obligation to cure any objections, and may inform the Buyer in writing of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 5. Environmental Warranty. The Seller warrants that the Property has not been used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product during the period of time the Seller has owned the Property. The Seller further warrants that the Seller has no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product prior to the date the Seller purchased the Property. 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be prorated between the Buyer and the Seller as of the Closing Date. The Seller shall pay all real estate taxes payable in previous years. The Buyer shall pay the entire unpaid balance of special assessments, and all installments of special assessments levied and pending, including special assessments installments payable after the year of closing. The Seller agrees to pay all assessments related to service charges furnished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills, removed or diseased trees), including those charges levied, pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Anoka County, the current year's taxes will be prorated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before February 28, 2023. Delivery of all papers and the closing shall be made at the offices of Buyer, 590 40th Avenue NE, Columbia Heights, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to the Buyer shall be made to the above address and marked to the attention of the Community Development Coordinator. CL205-82-852435.v2 Aulhentisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Seller agrees to deliver possession of the Property not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro -rated between the parties as of the Closing Date. The Seller shall arrange for .final readings as of the Closing Date. (c) Personal Property and Debris. The property is being sold as is.. (d) Escrow. The Buyer may require that funds be retained from the Purchase Price for payment of utility charges. The retained amount(s), less deductions provided for in this paragraph 8, will be delivered to the Seller no later than 60 days following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed and shall survive closing on the Property. (e) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity to collect such amounts from the Seller. The Seller is responsible for the amounts due under this paragraph even if (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Seller's 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. (b) Defects. The Seller is not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. (c) 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. (d) Legal Capacity. 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. (e) Sewer and Water. The Seller warrants that the Property is connected to City 4 CL205-82-852435.v2 Authenlisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 sewer and City water. (f) Mechanics' Liens. The Seller warrants that, prior to the closing, the Seller shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration, or repair of any structure upon or improvement to the Property. (g) 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. (h) Leases. The Seller represents that there are no third parties in possession of the Property, or any part thereof; and that there are no other leases, oral or written affecting the Property or any part thereof. (i) Foreign Status. The Seller is not "foreign persons" as such term is defined in the Internal Revenue Code. 0) Methamphetamine Production. To the best of the Seller's knowledge, methamphetamine production has not occurred on the Property. (k) Refuse and Hazardous Materials. The Seller has not performed and has 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 "Hazardous 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- 1. The Property 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; 2. 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") have 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 CL205-82-852435.v2 Au[hentisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, 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 Hazardous 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 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. 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 Agreement 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 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 harmless for, from, and against any loss, costs, damages, 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. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Seller under this Agreement; and (d) one-half of the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement. The Seller will pay: (a) any transfer or deed taxes due and payable in the year of closing on and after the Closing Date; (b) any fees and charges related to the filing of any instrument required to make title marketable; (c) the cost of the title insurance commitment and any title searches and examination fees; (d) one-half of the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement; and (e) the Seller's broker's fees or commissions. Each party shall pay its own attorney fees. 11. Relocation Benefits; Indemnification. The Seller acknowledges that the Seller is being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that the Seller may be 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 and the Seller agrees to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Agreement. 12. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake, or act of God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before the Closing Date, this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Seller agrees to sign a cancellation of this Agreement. 6 CL205-82-852435.v2 Authentisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 13. Default/Remedies. If the Buyer defaults in any of the covenants herein, the Seller may terminate this Agreement, and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.21, subd. 4. 14. 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 personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Matthew Plemel POA for Michael James Plemel 841 49`h Avenue NE Columbia Heights, MN 55421 BUYER: Columbia Heights Economic Development Authority Attn: Executive Director 590 40th Ave NE Columbia Heights, MN 55421 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla Fifth Street Towers, Suite 700 150 South Fifth Street Minneapolis, MN 55402 Notice may also be made by email or other electronic transmission provided that the recipient of such notice has acknowledged receipt. Any party may change its address for the service of notice by giving notice of such change in accordance with this paragraph. 15. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the Seller and the Buyer, and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed by both the Seller and the Buyer. 16. Commissions. The Seller has entered into a contract with Tom Stanek, of Stanek Realty who is serving as the Seller's broker in this transaction. Both the Buyer and the Seller represent and warrant to the other that they have not entered into a contract with any other real estate broker, finder, or other person entitled to a commission, finder's fee, or similar from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold 7 CL205-82-852435.v2 Au[hentisignID: 09646224-FFA6-ED11-9174-0050F2765AB1 harmless the other party against any claim made by any broker, finder, or other person for a commission or fee based on alleged acts or agreements with the indemnifying party. 17. Controlling Law. This Agreement has been made under the substantive laws of the State of Minnesota, and such laws shall control its interpretation. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary, the provisions of this Agreement shall survive closing. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which will, for all purposes, be deemed to be an original, and all of which are identical. This Agreement may be further evidenced by electronic signature pages. 20. Binding Effect. This Agreement binds and benefits the parties and their heirs, successors and assigns. CL205-82-852435.v2 AuthenbsignID: 09&46224-FFA6-ED11-9174-0050F2765AB1 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. BUYER: Columbia Heights Economic Development Authority SELLER: Matthew Plemel POA for Michael James Plemel By: a ti B�k Atth6 Pleblel POA For AA el1"et Ple►lel 02/07/23 Its: President By: c�1 Its: Executive Director 9 CL205-82-852435.v2 AuthentlsignID: 09846224-FFA6-ED11-9174-005OF2765AB1 EXHIBIT A Legal Description of the Property Lots Nine (9) and Ten (10), Block Six (6), Robbie's Addition, according to the plat' -on file in the Office of the Registrar of Titles of Anoka County, State of Minnesota. Subject to easements as shown on plat Robbie's Addition filed December 24,1959 as Doc. #31788. Certificate of Title No. 63326 A-1 CL205-82-852435.v2 Authenfisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 EXHIBIT B ESCROW AGREEMENT THIS AGREEMENT ("Agreement") entered into this day of.. . 2023, by and between Matthew Plemel POA for Michael James Plemel (the "Seller"), the Columbia Heights Economic Development authority, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer"), and Kennedy & Graven, Chartered ("Escrow Agent" or "Agent"). RECITALS A. The Seller and the Buyer have entered into a Purchase Agreement dated 2023 (the "Purchase Agreement") for the sale of property located at 841 49th Avenue NE, Columbia Heights, Anoka County, Minnesota (PID No. 26-30-24-14-0136), and legally described on the attached Exhibit One (the "Property"). B. The parties desire to close the sale of the Property on or before February 28, 2023. AGR FF.MF.NT The parties agree as follows: Delivery of Possession. The Seller shall deliver possession of the Property to the Buyer in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the Seller to pay all utilities and to remove all personal property and debris from the Property prior to or upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, the Seller agrees to deposit into escrow the sum of _ (the "Escrowed Funds") from the purchase price, to be held by Agent in a non -interest -bearing account. (b) Within seven days after requested by Agent, the Buyer shall provide to Agent (with copy to the Seller) evidence of expenses incurred for the removal and disposal of any personal property and debris and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse the Buyer for the incurred expenses from the Escrowed Funds within seven days following receipt of such evidence from the Buyer. (c) Agent shall deliver to the Seller the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by the Seller. (d) The sole duties of Agent shall be those described herein, and Agent shall be B-1 CL205-82-852435.v2 Au[hen[isign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Agent shall have no duty or liability to verify any amounts deducted from the retained amount and Agent's sole responsibility shall be to act expressly as set forth in this Escrow Agreement. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. The Seller and the Buyer understand that Agent is legal counsel to the Buyer and each consent to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to the Seller and the Buyer. The Seller consents to Agent's continued representation of the Buyer after a deposit is made, and the Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 4. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Matthew Plemel POA for Michael James Plemel BUYER: Columbia Heights Economic Development Authority Attn: Executive Director 590 40th Ave NE Columbia Heights, MN 55421 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla Fifth Street Towers, Suite 700 150 South Fifth Street Minneapolis, MN 55402 B-2 CL205-82-852435.v2 Authenbsign ID: 09646224-FFA6-ED11-9174-0050F2765AB1 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. BUYER: Columbia Heights Economic Development Authority By: Its: President By: Its: Executive Director ESCROW AGENT: Kennedy & Graven, Chartered B-3 CL205-82-852435.v2 SELLER: Matthew Plemel POA for Michael James Plemel Authenfisign ID: 09846224-FFA6-ED11-9174-0050F2765AB1 Exhibit One Legal Description of the Property Lots Nine (9) and Ten (10), Block Six (6), Robbie's Addition, according to the plat on file in the Office of the Registrar of Titles of Anoka County, State of Minnesota. Subject to easements as shown on plat Robbie's Addition filed December 24, 1959 as Doc. #31788. Certificate of Title No. 63326 B-4 CL205-82-852435.v2