2015-03-09 Prairie Run Purchase Agreement for City Cul-de-sac Lots - DRAFT
VACANT LAND PURCHASEAGREEMENT
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of the ______ day of
March,2015,by and between the City of Albertville, a Minnesota municipal corporation
(“Seller”), and _____________________________, a ____________________(“Buyer”).
R E C I T A L S:
WHEREAS, Seller is the owner of Lot _____, Block 2 plat of Prairie Run (“Lot”or
“Property”) located in theCity of Albertville, Minnesota;
WHEREAS, the Property is 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 Lot.
NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the parties agree as follows:
1.SALE OF LOT.Seller hereby agrees to sell and convey to Buyer, and Buyer
hereby agrees to purchase and accept from Seller, fee title to the Property at a Closing which
shall occur no later than 45 days from the date of this Agreement;
2.EARNEST MONEY/PURCHASE PRICE FOR LOT. Buyer agrees to pay to
Seller the sum of $_______________(the “Purchase Price”) for the Lot, payable as follows:
a.Upon Buyer’s execution and delivery of this Agreement, Buyer shall pay
to Seller$_____________________(the “Earnest Money”); and
b.At theClosing, Buyer shall pay to Seller $_______________, representing
the remainder of the Purchase Price.
3.SAC/WAC CHARGES.Buyer shall be responsible for paying City sewer and
water access charges applicable to theLot purchased by Buyer hereunder prior to theissuance of
a building permit for such Lot.
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Seller and Buyer Initial:Seller __________________ Date___________
Buyer __________________ Date___________
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4.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 tankson the Lot.
b.Seller warrants that the LotDOESNOT receive preferential tax treatment
(i.e., Green Acres, etc.), andmay be listed as non-homestead or tax exempt property for
the current tax year.
5.BUYER COVENANTS.Buyer agreesas follows:
a.All homes constructed by Buyer shall comply with all zoning regulations,
including all applicable planned unit development approvals.
b.Buyer shall provide the Sellerwith a lot survey and building plans as
required by City Ordinance before a building permit can be issued forthe
proposed residence on suchLot.
6.DEED/MARKETABLE TITLE:At closing, Seller shall deliver a general
Warranty Deed conveying marketable titleto such Lot, subject tothe “Permitted Exceptions” (as
hereafter definedin this Paragraph 6.a.-h. 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 easementsof record;
e.The terms of the PUD Agreement.
f.The City of Albertville Planned Unit Development Agreement recorded as
document number 940358 in the Wright County Recorder’s Office, except that
paragraphs 1.D., 2, 3, 5, 6, 7, 8, 9, 10, 13.C., 13.F. 13.G, 14.C., 15.A., 15.B., 16,
17, 18, and 20, shall not apply to the Buyer.
g.Any item designated in the title commitment described in paragraph 7below to
which Buyer does not make an Objection,also as defined in paragraph 7below;
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Seller and Buyer Initial:Seller __________________ Date___________
Buyer __________________ Date___________
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h.Any other exception to title which Buyer determines, in writing and in its sole
discretion, to be acceptable.
7.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 Objectionis 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 Agreementaccording to its terms.
If no such notice of Objectionsis 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
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, Buyermay 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
tosuchClosing, 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.Upon
delivery of such noticeof the termination of the entire Agreement, the Earnest Money
shall be refunded to Buyer, and this Agreement shall be deemed terminated.
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Seller and Buyer Initial:Seller __________________ Date___________
Buyer __________________ Date___________
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d.If Seller provides a Commitment pursuant to this paragraph, (1) the title
examination period shall commenceupon Buyer’s receipt of theCommitment and (2)
Seller shall pay only the cost of the Commitmentand 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
Objectionsto 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 7.
8.REAL ESTATE TAXES.
a.For each Lot purchased by Buyer hereunder, real estate taxespayablein
the year of sale shall beprorated between Buyer and Seller to the ClosingDate for such
Lot. Delinquent real estate taxes shall be paid in full by Sellerprior to such ClosingDate.
Buyer shall accept title to theLot 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, if any,shall be extinguished by Seller prior to
closing.
c.Seller shall pay onthe Closing Date for each Lot purchased by Buyer
hereunderany deferred real estate taxes (i.e.. Green Acres, etc.) which arerequired as a
result of the Closing ofthe sale of any Lot hereunder.
9.ACCEPTANCE: Buyer understands and agrees that this Agreementis subject to
acceptance by Seller in writing.
10.INSPECTION: Buyer has the right to inspect each Lotprior to Closingupon its
purchase thereof.
11.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. § 559.21and, upon such termination,payments made hereunder may be retained by Seller,
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Seller and Buyer Initial:Seller __________________ Date___________
Buyer __________________ Date___________
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including earnest money.Inthe event of Sellers’default hereunder, Buyer may pursue a claim for
specific performance; provided, as to specific performance, such action must becommenced
within one-year after such right of action arises.
12.TIME OF ESSENCE: Time is of the essence in this Agreement.
13.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.
14.POSSESSION: Seller shall deliver possession of each Lot purchased by Buyer
hereunder to Buyernot later than the date of closing of the purchase and sale of such Lot.
CITY OF ALBERTVILLE_________________________________,
______________________________By:
Jillian Hendrickson, MayorDateName:
Its:
______________________________Dated: , 2015
Kimberly A. Olson, City Clerk
Buyer’s SignatureDate
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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Seller and Buyer Initial:Seller __________________ Date___________
Buyer __________________ Date___________
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