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HomeMy WebLinkAbout05-13-10 V. a. Mann Property Purchase AgreementPURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on this day of May, 2010, by and between Dennis A. Mann and Diana L. Mann, husband and wife, 620 11 t" Street W, Hastings, Minnesota 55033, Seller and the Hastings Economic Development and Redevelopment Authority, a public body corporate and politic under the laws of the State of Minnesota, with its principal place of business located at 101 East 4 Street, Hastings, MN 55033, Buyer. 2. OFFER /ACCEPTANCE. Buyer offers to purchase, subject to written approval by the Board of the Hastings Economic Development and Redevelopment Authority as provided herein, and Seller agrees to sell real property (hereinafter "the Subject Property" or "the Property ") legally described as follows, to -wit: Lot 7, and the North 44 feet of Lot 8, Block 1, Town of Vermillion (now City of Hastings), Dakota County, Minnesota; Dakota County Parcel Identification Number: 19- 81700 - 081 -01; In the event Buyer does not obtain written approval of the terms of this Purchase Agreement from the Board of the Hastings Economic Development and Redevelopment Authority by May 14, 2010, Buyer shall so notify Seller, this Agreement shall automatically terminate, all earnest money shall be returned to Buyer, Buyer and Seller shall execute a standard form Cancellation of Purchase Agreement, and neither party shall have any further obligation to the other. 3. ACCEPTANCE DEADLINE. The acceptance date of this Agreement is the date it is delivered by the last party signing to the other party. This offer to purchase, unless accepted sooner shall be void at 11:59 P.M. on May _, 2010, and in such event, all earnest money shall be refunded to Buyer. 4. PRICE AND TERMS. The price for the real and personal property included in the sale is Two Hundred Twenty -six Thousand and no /100 ($226,000), which Buyer shall pay as follows: earnest money of Two Thousand Five Hundred and no /100 Dollars ($2,500.00) by cash to be delivered and deposited in the trust account of listing broker no later than May 14, 2010 following approval of the Purchase Agreement by the Hastings Economic Development and Redevelopment Authority, and Two Hundred Twenty Three Thousand Five Hundred and no /100 ($223,500) cash, on , the DATE OF CLOSING. Closing shall occur at the office of the Buyer's title insurance company. 5. DEED /MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a general Warranty Deed, conveying marketable title, subject to: 1 A. Building and zoning laws, ordinances, state and federal regulations; B. Restrictions relating to use or improvement of the property without effective forfeiture provisions; C. Reservation of any mineral rights by the State of Minnesota; D. Utility and drainage easements which do not interfere with existing improvements; E. Exceptions to title which constitute encumbrances, restrictions, or easements which have been disclosed to Buyer and accepted by Buyer in the Purchase Agreement (Must be specified in writing): none. 6. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual date of closing, unless otherwise provided in this Agreement. If tax statements for such taxes are not available on the date of closing, the amount to be prorated shall be 100% of the prior year's taxes, and such estimated proration shall be FULL AND FINAL AS BETWEEN SELLER AND BUYER. Seller represents that the taxes due and payable in the year(s) 2010 are NON - homestead classification. SELLER SHALL PAY ON THE DATE OF CLOSING all installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing. SELLER SHALL PAY ON THE DATE OF CLOSING all other special assessments levied as of the date of this agreement. SELLER SHALL PROVIDE FOR PAYMENT OF special assessments pending as of the date of this Agreement for improvements that have been ordered by the City Council or other governmental assessing authorities. (Seller's provisions for payment shall be by payment into escrow of 1 1/2 times the estimated amount of the assessments.) As of the date of this Agreement, Seller represents that Seller has not received a Notice of Hearing of a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the property. If a special assessment becomes pending after the date of this agreement and before the date of closing, Buyer may, at Buyer's option: A. Assume payment of the pending special assessment without adjustment to the purchase agreement price of the property; or B. Require Seller to pay the pending special assessment (or escrow for payment of the same as provided above) 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 void by notice to Seller, and earnest money shall be refunded to Buyer. SELLER SHALL PAY ON DATE OF CLOSING any deferred real estate taxes or special assessments payment of which is required as a result of the closing of this sale. Buyer shall pay real estate taxes due and payable in the year following closing and thereafter any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided for herein. Seller makes no representation concerning K the amount of future real estate taxes or of future special assessments. 7. DAMAGES TO REAL PROPERTY. If the real property is substantially or materially damaged prior to closing, Buyer may rescind this Agreement by notice to Seller within 21 days after Seller notifies Buyer of such damage, during which 21 -day period Buyer may inspect the real property, and in the event of such rescission, the earnest money shall be refunded to Buyer. 8. CONTINGENCIES. This Agreement, and Buyer's obligations to perform hereunder, are subject to the following contingencies which must be performed, satisfied, or waived before the Contingency Date: (a) Survey Buyer's obligation to perform under this Agreement is contingent upon Buyer obtaining a true and accurate survey from a Minnesota registered land surveyor, in form and substance acceptable to Buyer. Buyer agrees, at Buyer's expense, to obtain a survey as described herein within thirty (30) days from the date of this Agreement. In the event matters disclosed in the survey are, in Buyer's sole discretion, unsatisfactory, Buyer may, in a written notice to Seller, terminate this Agreement, and in that case all earnest money shall be returned to Buyer, Buyer and Seller shall execute a standard form Cancellation of Purchase Agreement, and neither party shall thereafter have any obligation to the other. If the survey reveals boundary or title problems, and is received by Buyer after the date for Buyer to make title objections as provided in paragraph 4, Buyer shall have an additional ten (10) days from the date of receiving the survey, in which to notify Seller of additional title objections. Buyer will provide a copy of the survey to Seller immediately upon receipt of same by Buyer. (b) Governmental Approvals by Buyer Buyer's obligation to perform under this Agreement is contingent upon Buyer obtaining all necessary approvals from the City of Hastings, Dakota County, and any other governmental approvals necessary for the planning, zoning and rezoning, platting, utilities extensions, street access, licenses, conditional use permits, variances, building permits, environmental permits, and any permits (collectively referred to as "Governmental Approvals ") for the proposed development of the Property. The cost of obtaining such Government Approvals shall be at Buyer's expense. Seller agrees to cooperate and join in with Buyer as necessary in any such applications, but without any expense to Seller, and in no event shall any instrument, including a plat, which would affect the title to the Property or cause assessments against the property be filed or recorded until Closing and transfer of title from Seller to Buyer. Buyer shall diligently proceed to acquire all such Governmental Approvals for the proposed development of the Property. (c) Environmental Assessment Buyer's obligation to perform under this Agreement is contingent upon Buyer obtaining, at Buyer's expense, a Phase I and if desired by Buyer, a Phase II environmental assessment of the Property by the Q Contingency Date, which is sufficient to meet the requirements of all applicable federal, state, and local laws, certified to Buyer as of a current date, evidencing conditions satisfactory to Buyer in Buyer's absolute and sole discretion. Buyer shall retain a qualified environmental scientist to conduct the environmental assessment. (d) Preliminary Investigation by Buyer or its Engineers Buyer's obligation to perform under this Agreement is contingent upon Buyer determining, in its sole discretion, by the Contingency Date, that the Property is suitable for Buyer's intended use of the property. Buyer and its authorized agents shall have the right to enter on the Property and to investigate, prior to the Contingency Date, the physical condition of the Property. To this end, Buyer and its agents may enter upon the Property for the purpose of making a survey, taking soil tests, borings and other tests deemed necessary by Buyer. Buyer shall, at Buyer's expense, restore those areas disturbed by such testing to their original conditions. Such tests shall be conducted without any cost to Seller, and Buyer agrees to indemnify and hold Seller harmless from all losses, liabilities, costs and expenses relating to the activities of Buyer and its agents in performing such tests. (e) Contingency Date The Contingency Date is If any of the contingencies have not, in the sole opinion of Buyer, been satisfied by said date, Buyer may so notify Seller, in writing, on or before the Contingency Date, that Buyer does not wish to proceed to purchase the Property due to a failure to obtain or meet a contingency in which event all rights and obligations hereunder shall terminate, any earnest money paid shall be refunded, the parties shall execute a written Cancellation of Purchase Agreement, and thereafter neither party shall have any obligations to the other. Further, however, Buyer may waive any and all contingencies that have not been satisfied by the Contingency Date. Unless Buyer has, by the Contingency Date, notified Seller or Seller's Broker, in writing, that there are one or more unsatisfied contingencies, and advised of which contingency or contingencies have not been met, and that because of said unsatisfied contingency or contingencies the Buyer is not going to proceed with the purchase, it shall be conclusively presumed that Buyer has waived any such contingencies and said contingencies shall no longer apply and the obligation of Buyer shall no longer be subject to said contingencies. 9. SELLER'S REPRESENTATIONS AND WARRANTIES, CONDITION OF PROPERTY. A. To the best of Seller's information, Seller knows of no hazardous substances or petroleum products having been placed, stored, or released from or on the property by any person in violation of any law, nor of any underground storage tanks having been located on the property at any time. B. Seller's warranties and representations contained in this paragraph 9 shall survive the delivery of the Deed, provided that any notice of a defect or claim or breach of M warranty must be in writing and any such notice with respect to matters referred to in Paragraph A. above must be given by Buyer to Seller within one year of the date of closing or be deemed waived. D. Other than the representations made in this paragraph 9, the property is being sold "AS IS" with no express or implied representation or warranties by seller as to physical conditions, quality of construction, workmanship, or fitness for any particular purpose. 10. DISCLOSURE OF NOTICES. Seller has not received any notice from any governmental authority as to violation of any law, ordinance or regulation affecting the property. If the property is subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the covenants. 11. POSSESSION. Seller shall deliver possession of the property not later than the time and date of closing. All interest, fuel oil, liquid petroleum gas, and all charges for city water, city sewer, electricity, and natural gas shall be prorated between the parties as of 11:59 a.m. on the date of closing. 12. EXAMINATION OF TITLE. The Subject Property is part abstract property and part Torrens property. Within a reasonable time after acceptance of this Agreement, Seller shall, at Seller's expense, furnish Buyer with an Abstract of Title (or if no Abstract of Title is available, a Commitment for Title Insurance from the title insurer of Buyer's choice) as to the abstract portion of the Subject Property and a Registered Property Abstract as to the Torrens portion of the Subject Property certified to date including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Buyer shall have ten (10) business days after receipt of the Abstract of Title and Registered Property Abstract either to have Buyer's attorney examine the title and provide Seller with written objections or, at Buyer's own expense, to make an application for a Title Insurance Policy and notify Seller of the application. Buyer shall have ten (10) business days after receipt of the Commitment for Title Insurance to provide Seller with a copy of the Commitment and written objections. Buyer shall be deemed to have waived any title objection not made within the ten (10) day period, except that this shall not operate as a waiver of Seller's covenant to deliver a statutory Warranty Deed, unless a Warranty Deed is not specified above. 13. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed lender of documentation establishing that title has been made marketable, and if not objected in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled closing date, whichever is later. B. If notice is given and Seller proceeds in good faith to make title marketable but the 120 day period expires without title being made marketable, Buyer may declare this Agreement void by notice to Seller, neither party shall be liable for damages hereunder to the other, earnest money shall be refunded to Buyer, and Seller and Buyer shall execute a Cancellation of Purchase Agreement. C. If Seller does not give notice of intention to make title marketable, or if notice is given but the 120 day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, one or more of the following: 1. Proceed to closing without waiver or merger in the deed of the objections to title and without waiver of any remedies, and may: (a) seek damages, costs, and reasonable attorney's fees from Seller as permitted by law (damages under this subparagraph (a) shall be limited to the costs of curing objections to title, and consequential damages are excluded); or (b) undertake proceedings to correct the objections to title; 2. Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be void and all earnest money paid hereunder shall be refunded to Buyer. 3. Damages from Seller together with costs and reasonable attorney's fees, as permitted by law; 4. Specific performance within six months after such right of action arises. D. If title 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: Cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. 2. Seek specific performance of this Agreement within six months after such right of action arises, including costs and reasonable attorneys' fees, as permitted by law. E. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: Seek damages from Seller including costs and reasonable attorneys' fees; 11 2. Seek specific performance within six months after such right of action arises. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS AGREEMENT. 14. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at paragraph 1, above and, if mailed, are effective as of the date of mailing. 15. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 16. WELL DISCLOSURE. Check one of the following: Seller certifies that Seller does not know of any wells on the described real property. Wells on the subject real property are disclosed by Seller on the attached Well Disclosure form. 17. INDIVIDUAL SEWAGE TREATMENT SYSTEM DISCLOSURE. Check one of the following: Seller certifies that there is no individual sewage treatment system on or serving the property. Individual sewage treatment systems on or serving the property are disclosed by Seller on the attached disclosure statement. 18. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and representations in this Purchase Agreement by executing and delivering a Minnesota Uniform Conveyance Blank [form No. 116 -M, 117 -M, or 118 -M] Affidavit of Seller. 19. CONDITION OF PROPERTY. Seller shall at Seller's expense remove all personal property from the Subject Property, including all vehicles, trailers, signage and debris, at least five (5) days prior to the Date of Closing. 20. CLOSING COSTS. The costs of closing, if not determined by other provisions of this Agreement shall be paid as follows: A. SELLER'S CLOSING COSTS. Seller shall pay the following costs at closing: 1) Document preparation costs, recording fees, and deed taxes for documents necessary to establish good and marketable title in Seller. 2) Document preparation costs, certified copy fees, and recording fees to rA establish the authority of the person acting on behalf of Seller. 3) Document preparation costs for Seller's deed, Certificate of Real Estate Value, Seller's affidavit, Wells Disclosure Certificate (if required), and any other documents necessary to transfer good and marketable title by Seller's deed. 4) Deed tax on Seller's deed and the Agricultural Conservation deed tax charged under Minn. State. §40A.152. 5) Fees payable to Seller's lawyer or to a closer ( "title closer ") for conducting the title- transfer portion of the closing. If Seller is not providing a lawyer or title closer for the title- transfer portion of the closing, then Seller shall pay one half of the closer's fee. B. BUYER'S CLOSING COSTS. Buyer shall pay the following costs at closing: 1) Document preparation costs, recording fees, and mortgage registry taxes for documents necessary for Buyer's mortgage financing. 2) Document filing fee for a Well Disclosure Certificate, if applicable. 3) The Agricultural Conservation deed tax on Buyer's mortgage deed charged under Minn. Stat. §40A.152. 4) Loan closer's fee. 5) Recording fee for deed, contract for deed, or other instrument of conveyance where Buyer is the grantee. 21. BROKERS. Seller shall pay all costs associated with work performed by the Seller's Broker. 22. ADDENDA. Attached is /are (number) 0 addendum /addenda which is /are made a part of this Agreement. I agree to sell the property for the price and terms and conditions set forth above I agree to purchase the property for the price and terms and conditions set forth above. SELLER: Dennis A. Mann (Date) SELLER: Dianna L. Mann (Date) BUYER HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS, A PUBLIC BODY CORPORATE AND POLITIC UNDER THE LAWS OF THE STATE OF MINNESOTA BY: Kurt Keena IT'S: President FQ This Instrument Drafted By: FLUEGEL LAW FIRM P.A. 1303 South Frontage Road, Suite 5 Hastings, MN 55033 (651) 438 -9777