Loading...
2008-01-10 Purchase Agreementr lb~rtvi ~ Smolt Town living. Big C!y Ufs. January 10, 2008 Mr. Don B arthel Don's Bus Service 11108 60st NE Albertville, MN 55301 Dear Don: Please find enclosed two originals of a proposed purchase agreement from the City of Albertville for the property to be platted as Lot 1, Block 1, Barthel Commercial Park Third Addition (the property south of .the ice arena). As you know, the City recently had. this .property appraised by Nagell Appraisal; who valued the property at $465,000 assuming that all special assessments are paid and the soils are good. The purchase agreement is in the amount of $375,000, which reflects the appraised price of $465,000 'less the estimated $90,000 cost of soils correction that will be necessary to make the property buildable. Note that the purchase agreement would require you,to pay the outstanding special assessments attributable to Lot 1, Block 1 of $158,054.85 (plus accrued interest) at the time of closing. The purchase agreement is contingent upon the City reaching an agreement with .the School District and the City of St. Michael to help fund this purchase.. Preliminary discussions with representative of the School District and St. Michael have been positive on this issue. The City Council has already approved this purchase agreement, .and the Mayor and City Clerk have signed it. Please review the. purchase agreement. If it is acceptable to you, please sign the purchase agreement and return one original tome at City Hall. If you have. any questions regarding the purchase agreement, please do not hesitate to call me. Thank you. Sincerely, Larry R. Kruse (763) 497-3384 P.O. Box 9 Albertville, Minnesota 55301 w PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made to be effective as of the day of 2008, by and between DONALD G. BARTHEL (the "Seller"), and CITY OF ALBERTVILLE, MINNESOTA, (the "Purchaser") a Minnesota municipal corporation. In consideration of the mutual covenants and undertakings contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Purchase of Property. The Seller hereby agrees to sell, and the Purchaser hereby agrees to purchase, for the Purchase Price (as defined below) and in accordance with. the provisions of this Agreement, that certain parcel of real property consisting of approximately 83,675 square feet of surface area situated in the City of Albertville, County of Wright, State of Minnesota, and being more particularly described as Lot 1, Block 1 in the proposed plat of Barthel Commercial Park Third Addition shown on the attached on Exhibit A, together with all improvements located thereon and with all the appurtenant rights, mineral rights, privileges and easements belonging thereto, subject only to the Permitted Exceptions (as defined below) (the "Property"). 2. Purchase Price. The Purchaser agrees to pay the Seller, as the purchase price for the Property (the "Purchase Price"), an amount equal to Three Hundred Seventy Five Thousand Dollars $375,000. The Purchase Price shall be payable by the Purchaser as follows: (a) $5,000 by the Purchaser's check to be delivered to Seller upon acceptance of this Agreement by Purchaser and Seller as earnest money (the "Earnest Money"); and (b) The balance in cash at the closing. 3. Title. The Purchaser shall procure its own abstract of title at its expense for the Property. The Purchaser will be allowed 30 days after the execution of this Agreement to examine title and for making any objections to the marketability of the title to the Property, such objections to be made by written notice to the Seller within such 30 day period. If no such written objections are made by the Purchaser, then the Purchaser shall be deemed to have accepted the condition of the title as stated in the Commitment and the condition of the Property as shown on the Survey. If any objections are so made to the marketability of the title to the Property, the Seller shall be allowed sixty (60) days after the making of such objections by the Purchaser to cure such objections and to make title marketable.. The Date of Closing'and the payments hereunder required shall be postponed pending the correction of title, but upon correction of the title and within ten (10) days after written notice of such correction given by the Seller to the Purchaser, the Seller and the Purchaser shall perform this Agreement according to its terms. Title to the Property shall not be deemed objectionable on account of the Permitted Exceptions. If the condition of the title and the condition of the Property is not marketable in the Seller and is not made so within sixty (60) days after the date of making written objections thereto by the Purchaser, or is not marketable of record in the Seller on the Date of Closing, then the Purchaser shall have the following options: (i) The Purchaser may terminate this Agreement by giving written notice to the Seller, in which event this Agreement shall become null and void and neither party shall have any further right or obligation hereunder, and the Earnest Money shall be returned immediately to the Purchaser; or (ii) The Purchaser may elect to waive the objections and accept the title or the condition of the Property in its unmarketable condition, in which event the parties shall proceed to closing in accordance with the terms of this Agreement. If the Purchaser does not elect to proceed under Section 3(ii) above by giving written notice to the Seller prior to the expiration of the sixty (60) day period described above, then the Purchaser shall be deemed to have elected to proceed under Section 3(i) above. 4. Inspection. At the Purchaser's sole expense, the Purchaser, its agents and designees are hereby granted the right at any time or times after the date of this Agreement to enter upon and to inspect, analyze and test the Property. The Purchaser shall pay the costs of any such tests, analysis and inspections, and shall indemnify and hold the Seller and the Property harmless from and against any liability, damage or loss whatsoever arising or resulting from the entering upon the Property or the performing of any of such tests, analysis or inspections referred to in this Section 4 by the Purchaser, its agents or designees. 5. Real Estate Taxes and Special Assessments. The Seller shall pay, on or before the Date of Closing, (a) all real estate taxes due and payable with respect to the Property in all years prior to the year of closing and (b) all deferred real estate taxes for the Property for the year of closing and for each year prior to the year of closing, regardless of when such deferred real estate taxes may be due and payable (such deferred taxes include without limitation any taxes deferred under any "green acres" program). The Purchaser shall pay all real estate taxes due and payable with respect to the Property in all years subsequent to the year of closing. Except for the real estate taxes referenced in Section 5(b) above (which are the sole responsibility of the Seller), all real estate taxes due and payable in the year of closing shall be prorated on a calendar year basis between the Seller and the Purchaser as of the Date of Closing based upon the parties' respective periods of ownership and possession of the Property in such year. The Seller shall pay, on or before the Date of Closing, all special assessments levied against the Property as of the date of this agreement. 6. Conditions to Purchase Agreement. The obligations of the Purchaser under this Agreement are hereby conditioned upon the following to occur, all such conditions running in favor of Purchaser: 2 (a) That purchaser enter into an agreement with Independent School District No. 885 and the City of St. Michael acceptable to Purchaser in which ISD 885 and the City of St. Michael agree to fund all or a portion of the purchase price of the Property under this Agreement. If Purchaser fails to reach such an agreement acceptable to Purchaser within 90 days of the date of this Agreement, Purchaser may, at its option, declare this Agreement terminated via written notice to Seller within 120 days of the date of this Agreement and all Earnest Money shall be immediately returned to the Purchaser. 7. Closing and Possession. The date of closing of this Agreement (the "Date of Closing") shall be no later than , 2008, provided such closing date may occur at a later time if necessary to fulfill purchase contingencies or make title marketable pursuant to the terms of this Agreement. The closing shall be held at a time and place mutually agreeable to the parties, and the Purchaser shall have possession of the Property, if not sooner given to the Purchaser, from and after the Date of Closing. The Seller shall remove from the Property all personal property not being purchased hereunder and all debris prior to the Date of Closing. At the closing, the Seller shall deliver to the Purchaser the following: (a) A warranty deed conveying to the Purchaser marketable title to the Property; (b) An affidavit of the Seller, in form and content satisfactory to the Purchaser, stating that the Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code; (c) An affidavit of the Seller, in form and content satisfactory to the Purchaser, stating that there are, as of the Date of Closing, no outstanding, unsatisfied judgments, tax liens or bankruptcies against the Seller, no labor, services or material machinery furnished to the Property for which mechanic's liens could be filed and no unrecorded interests in the Property which have not been fully disclosed in writing to the Purchaser, together with whatever standard affidavits and other instruments which may be reasonably required by the Purchaser's attorney to issue a title opinion declaring marketable title in favor of Purchaser. (e) The appropriate federal income tax reporting form, if any is required; and (f) An executed plat of Barthel Commercial Park Third Addition in substantially the same form as shown on the attached Exhibit A; and (g) Any other documents required pursuant to this Agreement. 3 Upon delivery of the foregoing items, the Purchaser shall deliver to the Seller at the closing the following: (h) The balance of the Purchase Price by certified check or wire transfer of federal funds; (i) An affidavit of the Purchaser, in form and content satisfactory to the Seller, stating that the Purchaser is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code; and (j) Any other documents required pursuarit to this Agreement. At time of the closing, Seller and Purchaser shall pay their respective shares of property taxes due in the year of closing if such payment is required to record the plat of Barthel Commercial Park Third Addition. Seller shall cooperate with Purchaser in executing whatever documents may be necessary to record said plat at the Wright County Recorder's Office, provided Purchaser pays all recording fees. 8. Costs and Expenses; Prorations. (a) The Seller and the Purchaser will each be responsible for its legal, accounting and other expenses associated with the transaction contemplated by this Agreement up to and including the date final adjustments are made pursuant to this Section. The closing fees of any title company involved in the closing shall be paid by the parties in equal shares. (b) For the purposes of any proration pursuant to this Agreement, the Seller shall be considered to be the owner and possessor of the Property through and for the entire Date of Closing. 9. Condemnation. In the event that, prior to the Date of Closing, proceedings for the condemnation of the Property or any portion thereof, are commenced by governmental authority having jurisdiction to do so, the Purchaser shall have the option (a) to terminate this Agreement by written notice to the Seller, whereupon the Earnest Money shall be immediately returned to the Purchaser, or (b) elect not to terminate this Agreement on account thereof, whereupon the parties shall proceed to closing. In the event of any such condemnation, the Seller agrees to immediately notify the Purchaser of such condemnation and to provide to the Purchaser all information in the Seller's possession regarding the probable amount of any condemnation award recoverable on account thereof, and, if this Agreement is not terminated on account thereof, the Seller shall either (i) assign to the Purchaser its rights to any such condemnation award or (ii) reduce the Purchase Price on a pro rata per square foot basis for all portions of the Property condemned by such governmental authority (at which time the Purchaser shall have no right to any of the condemnation proceeds, including any claim for reduction in value to the remaining portions of the Property), the choice between subsections 9(a) or 9(b) above to be at the sole discretion of the Purchaser. If the 4 Purchaser does not elect to proceed under subsection 9(b) above by giving written notice to the Seller prior to the Date of Closing, then the Purchaser shall be deemed to have elected to proceed under subsection 9(a) above. 10. Notices. All documents to be delivered and all notices, demands, requests or other communications which may or shall be given in connection with this Agreement shall, in order to be effective, be in writing and be given. by personal service or sent by United States certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Purchaser: CITY OF ALBERTVILLE, MINNESOTA 5959 Main Avenue NE P. O. BOX 9 Albertville, MN 55301 Attention: Larry Kruse City Administrator with a copy to: COURI & MACARTHUR & RUPPE P.O. Box 369 705 Central Avenue East St. Michael, MN 55376-0369 Attention: Mr. Michael Couri City Attorney If to the Seller: DONALD BARTHEL PO BOX 166 Albertville MN 55301-0166 Each such mailed notice or communication shall be deemed to have been given to the party to whom it is addressed on the date the same is deposited in the United States certified mail, postage prepaid, properly addressed in the manner provided above. Each such document, notice or communication personally served upon a party shall be effective upon service. Either party may change such party's address under this Section by written notice of such change to the other party hereto, given in the manner above specified, at least ten (10) days prior to the effective date of such change. 11. Binding Effect. The persons executing this Agreement on behalf of the Seller and the Purchaser each represents that he or she has full authority to bind the Seller or the Purchaser, as the case may be, to this Agreement, and that this Agreement has been by him or her duly and validly executed and delivered and is the binding obligation of the Seller or the Purchaser, respectively, and its successors and assigns, enforceable in accordance with its terms. 12. Survival All of the covenants, warranties and provisions of this Agreement shall survive and be enforceable after the closing of this transaction, shall s survive the execution and delivery of any documents delivered in accordance with this Agreement, and shall inure to the benefit of and be binding upon the Purchaser and the Seller and their respective successors and assigns. 13. Complete Agreement. This is a final agreement between the parties and contains their entire agreement and supersedes all previous understandings .and agreements, oral and written, relative to the subject matter of this Agreement. This Agreement may not be changed orally and any amendment to this Agreement must, in order to be effective, be in writing and be signed by the party against whom enforcement is sought. 14. Time of the Essence. Time is of the essence in the performance of this Agreement. Either party shall have the right to seek damages for a breach of this Agreement or the right to seek specific performance of this Agreement provided it is has not been terminated, and further provided, as to any action for specific performance, that such action is commenced within six (6) months after such right of action arises. 15. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement, even if a question of intent should arise. 16. No Waiver. Neither the failure of any party in one or more instances to insist upon performance of any term or provision of this Agreement by the other, nor the waiver by either party in any one or more instances of any breach of any term or provision by the other, nor the failure of any party in any one or more instances to exercise any rights or privilege conferred by this Agreement shall be construed as thereafter waiving any such term, provision, right or privilege. 17. Commissions; Well Disclosure; Sewa a Treatment Disclosure. (a) Each party (the "Indemnifying Party") agrees to indemnify and hold harmless the other party from any claims for real estate or other sales commissions or fees arising out of the purchase and sale of the Property pursuant to this Agreement to the extent such claims are based on the acts or agreements of the Indemnifying Party, and any damages, losses, liabilities and expenses, including without limitation attorneys fees, arising out of or related thereto. (b) The Seller does hereby certify that, to its knowledge, there are no wells on the Property and does hereby agree to deliver at the closing any written disclosures related to such facts as required by law. (c) The Seller does hereby certify that, to its knowledge, no individual sewage treatment system is located on or is serving the Property. IN WITNESS WHEREOF, the. Seller and the Purchaser have caused this Agreement to be executed as of the date first above written. 6 The Seller DONALD G. BARTHEL Donald G. Barthel The Purchaser CITY OF ALBERTVILLE, MINNESOTA Ron Klecker, Mayor Bridget Miller, Clerk r ~' Exhibit A (Plat of Barthel Commercial Park Third Addition) w tiL-~'• ~ 9 j$~~ ii^^^^^~ y e fF~i~ p pa i~~~ ~n ~'sv ° ;1~t~ y 8 ~ ~i ~ E$ 9 >. s ee d~ O ..._......._... ~. _._. __ ,W ..... ~. 4Q~ e ~~ R N eeolx MOIS ~.. ,._.. ~ _. ~ ...,... ~.. . _______ ` \ \ ynao1Y°urun aTMr n°~Di eo I~1 i e tat ~ ~ ~ 0_ \` A 0 ~ A ~ ;~ -~ A 1 - ~) ; r i ~ ~V ' g~ !~ i ~i a ~ I F~ --- I U 1 €6 .. 1 {q1 ~-- ... ... W ~ 1.. .;. _ ~ ~g ~ ~ ..: .. :.. 1 ~ -- ~ ':: x l e --Rao+~' i - _ N A R ~- - -eras -;scs' - e q -~- - ° « UN ~ ~- ... W -' ... I _ ~ s ~ ~,,, I ~ ~.e 4 •8 I - i 1 .. __ - __ - ___ ~~ I z J o ~' I 1 ,hT~ ~ . ~ _.. ~ . ~.. ~ ~ i ..... ` I _, ... __ I I ,:• - ~I ' W '~: " .~•TJ. 5. e. I ~-- t ~ 1 5 I 1 p (._ ~ I I [-~ ... ~ J ~ I .. 1 ~ s~ ~ ~ ~ I ~~ ~ ~ i GA I ,.. I ~--------------'--'-- 1 ~'lO tip.KaO M I .. .. _. .. .. .. .. I 1 •• . ~ .. .. .. ~=- E ;~.: ... 1 t-- _ ... ~ ...