2014-09-29 Prairie Run Vacant Land Purchase Agreement
VACANT LAND PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of the ______ day of
September, 2014, by and between the City of Albertville, a Minnesota municipal corporation
(“Seller”), and Fieldstone Family Homes, Inc., a Minnesota corporation (“Buyer”).
R E C I T A L S:
WHEREAS, Seller is the owner of the following residential lots (individually, a “Lot” and
collectively, the “Property” or sometimes, the “Lots”) located in the City of Albertville,
Minnesota, that are legally described as Lots 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13, Block 2, Prairie
Run, Wright County, Minnesota;
WHEREAS, the Property is encumbered by that certain Declaration of Covenants,
Conditions, Restrictions, Reservations and Easements for Prairie Run Cottage Homes dated as of
May 20, 2010, that was recorded in the Office of the County Recorder in and for Wright County,
Minnesota on July 9, 2010 as Document No. A1151512 (the “Declaration”);
WHEREAS, the Property is also encumbered by that certain Planned Unit Development
Agreement dated July 6, 2004, between Seller and Gold Key Development, Inc., that was
recorded in the Office of the County Recorder in and for Wright County, Minnesota on December
22, 2004 as Document No. A940358 (the “PUD Agreement”); and
WHEREAS, the parties desire to memorialize this agreement concerning the sale by Seller
to Buyer, and the purchase by Buyer from Seller, of the Lots.
NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the parties agree as follows:
1. SALE OF LOTS. This Agreement contemplates closings upon the purchase and
sale of the Lots (each, a “Closing” and, collectively, the “Closings”) at different times in
accordance with the following:
a. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees
to purchase and accept from Seller, fee title to three (3) of the Lots (the “Initial Lots”), at
a Closing which shall occur on a date that is designated by Buyer in a “Notice of Exercise”
(as defined in Section 1.c hereof) and that occurs within six (6) months of the date of this
Agreement;
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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b. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees
to purchase and accept from Seller, the remaining Lots at one or more Closings that occur
in compliance with the following schedule:
(i) Closings shall occur on at least three (3) additional Lots on or
before the first anniversary of the date of this Agreement;
(ii) Closings shall occur on the remaining four (4) Lots within eighteen
(18) months of the date of this Agreement; and
c. To confirm its selection of the identity and sequencing of each Lot that it
purchases hereunder, Buyer shall, from time to time, deliver a written notice to that effect
to Seller for each Lot that Buyer purchases hereunder (a “Notice of Exercise”). The
Notice of Exercise shall designate the Lot or Lots that Buyer desires to purchase and shall
also designate the date that Buyer desires for the Closing upon its purchase of such Lot or
Lots, which date (the “Closing Date”) shall occur no later than ten (10) business days after
Buyer’s delivery of the Notice of Exercise.
2. EARNEST MONEY/PURCHASE PRICE FOR LOTS. Buyer agrees to pay to
Seller the sum of One Hundred Eighty-Five Thousand and 00/100 Dollars ($185,000.00) (the
“Purchase Price”) for the Lots, payable as follows:
a. Upon Buyer’s execution and delivery of this Agreement, Buyer shall pay to
Seller, in immediately available funds, the sum of Twenty-Five Thousand and 00/100
Dollars ($25,000.00) (the “Earnest Money”); and
b. At the Closing of Buyer’s purchase of each Lot, Buyer shall, subject to
prorations and adjustments as provided herein, pay a portion of the Purchase Price, in cash
or wire transfer of immediately available funds, for the applicable Lot or Lots being
purchased as designated in the following chart:
Lot 3, Block 2 $27,500.00
Lot 4, Block 2 $27,500.00
Lot 5, Block 2 $27,500.00
Lot 6, Block 2 $27,500.00
Lot 8, Block 2 $12,500.00
Lot 9, Block 2 $12,500.00
Lot 10, Block 2 $12,500.00
Lot 11, Block 2 $12,500.00
Lot 12, Block 2 $12,500.00
Lot 13, Block 2 $12,500.00
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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c. The Earnest Money shall be held by the City and credited against the
Purchase Price of the Lots as follows:
1. $12,500.00 of the Earnest Money shall be credited to Seller at the Closing
of the third of any three of the following lots purchased by Buyer: Lots 8,
9, 10, 11, 12 and 13, Block 2.
2. $12,500.00 of the Earnest Money shall be credited to Seller at such time as
Buyer has purchased all of the following lots: Lots 8, 9, 10, 11, 12 and 13,
Block 2.
d. On or before the date of the expiration of eighteen (18) months after the
date of this Agreement, Buyer shall have purchased all ten Lots that are the subject of this
Agreement for a total of $185,000.
3. SAC/WAC CHARGES. Buyer shall be responsible for paying City sewer and
water access charges applicable to each Lot purchased by Buyer hereunder prior to the issuance
of a building permit for such Lot.
4. PRIVATE ROAD. Buyer acknowledges that the Lots abut and have access to a
private road, and that the City of Albertville does not maintain this road.
5. SELLER’S WARRANTIES. Seller warrants as follows:
a. To the best of the Seller's knowledge there are no hazardous wastes,
abandoned wells, or underground storage tanks on the Lots.
b. Seller warrants that the Lots DO NOT receive preferential tax treatment
(i.e., Green Acres, etc.), and may be listed as non-homestead or tax exempt property for
the current tax year.
6. BUYER COVENANTS. Buyer agrees as follows:
a. Buyer shall construct on each Lot purchased by Buyer hereunder a home
containing at least 900 finished square feet and garages no smaller than 22 feet by 22 feet.
At least twenty percent (20%) of exterior front facades shall include brick or stone.
b. All homes constructed by Buyer shall comply with all zoning regulations,
including all applicable planned unit development approvals.
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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c. Buyer shall install on each Lot purchased by Buyer hereunder the trees
shown on the Landscape plan attached as Exhibit A to this Agreement.
d. In connection with each residence that Buyer desires to construct upon a
Lot purchased by Buyer hereunder, Buyer shall provide the Seller with a lot survey and
building plans as required by City Ordinance before a building permit can be issued for the
proposed residence on such Lot.
7. CONTINGENCIES: Notwithstanding any contrary provision herein, Buyer’s
obligation to perform under this Agreement shall be contingent upon the occurrence of the
following events (collectively, the “Buyer Contingencies”):
a. The Declaration shall be modified as follows: (i) to remove the Lots and
all other parcels encumbered by the Declaration (collectively, the “Property”) from the
requirements of Minn. Stat. § 515B while retaining the current Association and the
requirement that the Association continue to maintain the private street serving the
Property; (ii) to eliminate the requirement in Section 9.1 that the Association maintain the
driveway located on each lot; (iii) to eliminate the driveway easements set forth in Section
10.1 for Lots 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13 in Block 2; (iv) to eliminate the easements
for encroachments set forth in Section 13.1 for lots 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13 in
Block 2; and (v) to eliminate the easement for emergency access set forth in Section 13.4
for lots 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13 in Block 2. Buyer shall be responsible for
preparing the requisite paperwork to satisfy this contingency, and shall transmit such
paperwork to the City within 30 days of the date of this Agreement. The City shall then
have an additional 30 days to call a meeting of the Members of the Association and submit
such amendments to a vote of the Membership.
b. Notwithstanding any contrary provision herein, Buyer shall have the right
to terminate this Agreement upon written notice delivered to Seller (the “Contingency
st
Termination Notice”), any time beginning on the 61 day after the date of this Agreement
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and ending on the 90 day after the date of this Agreement (the “Contingency Termination
Period”) if any of the Buyer Contingencies designated above in this Section 7 are not
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satisfied by the sixtieth (60) day after the date of this Agreement (the “Contingency
Date”), provided Buyer has first fulfilled its obligations set out in Section 7.a, and
provided that Buyer has not closed on any of the Lots. All of said Contingencies are for
the sole benefit of Buyer. Upon the delivery of a Contingency Termination Notice, in
accordance with this paragraph 7, this Agreement shall be deemed terminated and of no
further force or effect (except for any provisions of this Agreement that, by the express
terms of this Agreement, survive termination), and the Earnest Money shall be returned to
Buyer. In the event that Buyer fails to deliver the Contingency Termination Notice to
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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Seller during the Contingency Termination Period, all Contingencies contemplated in
Section 7.a shall be deemed waived and of no further force or effect.
8. RIGHT OF FIRST REFUSAL: In the event that the Seller acquires title to Lots
1-15, Block 1, plat of Prairie Run, Wright County, Minnesota, prior to December 31, 2015, Seller
hereby grants a right of first refusal to Buyer. Such right shall be in force for 2 years from the
date the Seller takes title to the properties. Buyer shall have the right to purchase said properties
from Seller on the same terms as Seller has received and accepted an offer from a third party for
the purchase of said lots. Upon receiving and accepting such third party offer, Seller shall notify
Buyer in writing and Buyer shall have 10 days from the date said notification is posted in the U.S.
Mail to deliver notification to Seller in writing that Buyer exercises its right of first refusal to
purchase such properties. If Buyer chooses to purchase such properties pursuant to such right of
first refusal, it must purchase the same properties at the same price and on the same terms as the
Seller’s accepted offer.
9. DEED/MARKETABLE TITLE: As Buyer pays for each Lot, Seller shall deliver a
general Warranty Deed conveying marketable title to such Lot, subject to the “Permitted
Exceptions” (as hereafter defined in Paragraph 9.a.-m. of this Agreement) including, without
limitation:
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 of record;
e. Deed restriction, requiring the lowest floor elevation and lowest opening
elevation of any building constructed on Lots 8, 9, 10, 11, 12, and 13 to be no lower than
the following: 949 feet above sea level for the lowest floor and 953.5 feet above sea level
Deleted:
l
for the lowest opening;
Deleted:
9
Deleted:
952.9 feet above sea level;
f. Deed restriction, requiring the lowest opening elevation of any building
constructed on Lots 3, 4, 5 and 6 to be no lower than 953.5 feet above sea level;
Deleted:
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g. Modification of that document known as City of Albertville Planned Unit
Development Prairie Run, recorded as document number 940358 at the Wright County
Recorder’s Office (“Development Agreement”) to be consistent with the City’s ordinance
requirements applicable to the Prairie Run plat and the requirements of this Agreement.
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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h. A drainage and utility easement extending an additional 10 feet to the east
of the existing drainage and utility easement located on the west side of Lots 8 and 9;
i. Deed restriction, requiring all lots to be finished graded in accordance with
the grading plan attached hereto as Exhibit B;
j. The City of Albertville Planned Unit Development Agreement recorded as
document number 940358 in the Wright County Recorder’s Office, except that paragraphs
1.B., 1.D., 1.E., 1.I., 2, 3, 5, 6, 7, 8, 9, 10, 13.C., 13.F. 13.G, 13.I., 14.C., 15.A., 15.B.,
16, 17, 18, and 20, shall not apply to the Buyer.
k. The Declaration, as well as any modifications to the same as required by
this Agreement;
l. Any item designated in the title commitment described in paragraph 10
below to which Buyer does not make an Objection, also as defined in paragraph 10 below;
m. Any other exception to title which Buyer determines, in writing and in its
sole discretion, to be acceptable.
10. TITLE & EXAMINATION: Seller shall, within a reasonable time after
acceptance of this agreement, provide a title commitment (“Commitment”) issued by a national
title insurance company (the “Title Company”), certified to date to include proper searches
covering bankruptcies, state and federal judgments and liens, and levied and pending special
assessments. Buyer shall be allowed 10 business days after receipt of such Commitment for
examination of title and making any objections which shall be made in writing or deemed waived
(each, an “Objection” and collectively, the “Objections”). If any Objection is so made, Seller shall
have 20 business days from receipt of Buyer’s written title objections to notify Buyer of Seller’s
intention to make title marketable and subject only to the Permitted Exceptions within 60 days
from Seller’s receipt of such written objection. If notice is given, payments hereunder required
shall be postponed pending correction of title, but upon correction of title and within 10 days after
written notice to Buyer the parties shall perform this Agreement according to its terms. If no
such notice of Objections is given or if notice is given but title is not corrected within the time
provided for, Buyer may, at its sole discretion, do one or more of the following:
a. For Objections with respect to liens of a liquidated amount that were
created or assumed by, or asserted against, Seller or Seller’s predecessors in title, and that
Seller fails to pay or discharge on or before any Closing, proceed to such Closing and
withhold from the Purchase Price an amount which, in the reasonable judgment of the
Title Company, is sufficient to assure cure of the Objections. Any amount so withheld
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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shall be placed in escrow with the Title Company. Seller shall pay the cost and expense to
create and administer the escrow. If Seller does not cure such Objections within sixty (60)
days after such escrow is established, Buyer may then cure such Objections within a
reasonable time and charge the costs against the escrowed amount. The parties agree to
execute and deliver such documents as may be reasonably required by the Title Company
to cure such Objections. Upon cure of such Objections, any unused escrow funds shall be
refunded to Seller;
b. Waive the Objections, accept title subject to the Objections, and proceed to
such Closing, in which event such Objections shall be considered Permitted Exceptions,
and in which case the parties shall remain obligated to perform pursuant to the terms of
this Agreement, with no reduction of Purchase Price; or
c. Terminate this Agreement by sending written notice to Seller or, if the
uncured Objections affect fewer than all of the Lots, terminate the Agreement with respect
to only those Lots that are affected by the uncured Objections. Upon delivery of such
notice of the termination of the entire Agreement, the Earnest Money shall be refunded to
Buyer, and this Agreement shall be deemed terminated. Upon delivery of a notice of
termination of this Agreement with respect to only those Lots that are affected by the
uncured Objections, this Agreement shall remain in effect with respect to all Lots that are
not affected by the uncured Objections, Seller shall retain the Earnest Money and credit
the same in accordance with the provisions hereof, and this Agreement shall be deemed
terminated with respect to only those Lots that are affected by the uncured Objections.
If Seller provides a Commitment pursuant to this paragraph, (1) the title examination period shall
commence upon Buyer’s receipt of the Commitment and (2) Seller shall pay only the cost of the
Commitment and not the premium cost of any insurance Buyer may choose to obtain. It is
acknowledged that Buyer will be obtaining and reviewing updated title reports for each Lot at
Buyer’s expense as Buyer deems necessary or desirable.. Whether or not Buyer provides Seller
with notice of Objections following its receipt of the initial Commitment as set forth above in this
Section, Buyer may, at its option, at or prior to Closing upon any Lot, notify Seller in writing of
any Objections to title first raised by the Title Company between (a) the effective date of the
Commitment, and (b) the Closing Date for such Lot, provided such Objection did not arise as a
result of Buyer’s actions, and provided such Objection is not a Permitted Exception. With respect
to any Objections to title set forth in such notice, if Seller does not elect to cure such additional
Objections, Buyer shall have the options set forth above in this Section 10.
11. REAL ESTATE TAXES.
a. For each Lot purchased by Buyer hereunder, real estate taxes payable in
the year of sale shall be prorated between Buyer and Seller to the Closing Date for such
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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Lot. Delinquent real estate taxes shall be paid in full by Seller prior to such Closing Date.
Buyer shall accept title to each Lot subject to the lien of real estate taxes payable in the
year after Closing. Seller warrants taxes due and payable in the year of Closing for each
Lot will be NON-HOMESTEAD classification. Seller makes no representation
concerning the amount of subsequent real estate taxes.
b. Special Assessments shall be paid as follows: For each Lot purchased by
Buyer hereunder, Seller shall pay all levied and outstanding special assessments at or
before the Closing of such Lot.
c. Seller shall pay on the Closing Date for each Lot purchased by Buyer
hereunder any deferred real estate taxes (i.e.. Green Acres, etc.) which are required as a
result of the Closing of the sale of any Lot hereunder.
12. ACCEPTANCE: Buyer understands and agrees that this Agreement is subject to
acceptance by Seller in writing.
13. INSPECTION: Buyer has the right to inspect each Lot prior to Closing upon its
purchase thereof.
14. DEFAULT: If Buyer defaults in any of the agreements herein, Seller may, as its
sole remedy available at law or in equity, choose to terminate this Agreement pursuant to Minn.
Stat. § 559.21 and, upon such termination, payments made hereunder may be retained by Seller,
including earnest money. In the event of Sellers’ default hereunder, Buyer may pursue a claim for
specific performance; provided, as to specific performance, such action must be commenced
within one-year after such right of action arises.
15. TIME OF ESSENCE: Time is of the essence in this Agreement.
16. ENTIRE AGREEMENT: This Agreement, any attached exhibits and any addenda
or amendments signed by the parties, shall constitute the entire Agreement between Seller and
Buyer, and supercedes any other written or oral agreements between Seller and Buyer. This
Agreement can be modified only in writing signed by Seller and Buyer.
17. POSSESSION: Seller shall deliver possession of each Lot purchased by Buyer
hereunder to Buyer not later than the date of closing of the purchase and sale of such Lot.
[Signature Page Follows]
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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CITY OF ALBERTVILLE FIELDSTONE FAMILY HOMES, INC.,
a Minnesota corporation
______________________________ By:
Jillian Hendrickson, Mayor Date Name:
Its:
______________________________ Dated: , 2014
Kimberly A. Olson, City Clerk
Buyer’s Signature Date
Buyer’s Printed Name
DATE OF FINAL ACCEPTANCE_____________________
THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYERS AND SELLERS. IF
YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE
PROFESSIONAL.
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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EXHIBIT “A”
Approved Landscaping Plan
[to be supplied]
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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EXHIBIT B
Approved Grading Plan
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Seller and Buyer Initial: Seller __________________ Date___________
Buyer __________________ Date___________
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