1998-08-27 Purchase Agreement
...' .
,
PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into this 27 day of August, 1998, by and between THE
CITY OF ALBERTVILLE, Wright County, Minnesota (hereinafter referred to as "Buyer") and
CLEMENS PROPERTIES, A LIMITED PARTNERSHIP (referred to hereinafter as "Seller").
WITNESSETH:
I. Description of Land Sold: Seller, in consideration ofthe covenants and agreements of Buyer,
hereinafter contained, hereby sells and agrees to convey unto Buyer, its successors and assigns by
Warranty Deed, the land lying and being in the county of Wright, State of Minnesota, legally
described on Exhibit A attached hereto, containing 13 acres more or less for the express purpose of
a fire hall and park (hereinatter reterred to as the "Property"). If Property is not used for the stated
purpose, Buyer agrees to re-sell Property to Seller and/or Assigns on the same terms and conditions
as stated herein.
2. Purchase Price. Buyer hereby agrees to pay to the Seller as and for the purchase price of the
property the sum of Two Hundred Twenty-one Thousand Dollars ($221,000.00) The purchase price
shall be payable in the manner and at times following, to-wit:
a. $10,000.00 earnest money, receipt of which is hereby acknowledged
by Seller. Earnest money shall be credited against the purchase price
due on this Agreement and shall be deposited in the client trust
account for Holker Law Offices, Monticello, Minnesota.
b. $211,000.00 in cash, by certified or cashier's check payable at the
Closing Date (hereinatter defined);
3. Warranty Deed. The Warranty Deed to be executed and delivered by Seller to Buyer on the
Closing Date shall be subject only to the following exceptions:
a. Building and zoning laws, ordinances, state and federal regulations;
b. Reservation of any minerals or mineral rights by the State of
Minnesota;
c. Road, Pipeline, utility and drainage easements of record which may
interfere with Buyer's proposed improvements;
d. The lien of current real estate taxes and special assessments, not
delinquent, provided the same shall be paid in the manner herein set
forth.
4. Taxes and special assessments. Seller shall pay real estate taxes for all years prior to the year
in which the Closing Date occurs, together with interest and penalties thereon, if any, together with
all special assessments which are levied against the Property as of the Closing Date, whether or not
the same are payable in installments, and whether or not said taxes or special assessments have been
deferred under "Green Acres" or any comparable statute, ordinance or governmental policy. Real
estate taxes payable in the calendar year in which the Closing Date occurs shall be pro-rated between
Buyer and Seller, based on the number of days to closing elapsed in that year. Buyer shall pay all real
estate taxes payable in the calendar year following closing and thereafter. Buyer shall also pay all
special assessments resulting from installation of public improvements after the date of Closing.
5. Examination of Title. Seller shall, at its expense within thirty (30) days after the date hereof,
furnish Buyer an Abstract of Title to the Property which shall include proper searches covering
bankruptcies, state and federal judgements and liens and levied and pending special assessments.
Buyer shall be allowed fifteen ( 15) days after receipt of the abstract for examination thereof and the
making of any objections thereto, said objections t be made in writing or deemed to be waived. The
Seller shall use its best efforts to make such title marketable within in ninety (90) days from its receipt
of Buyer's written objections.
Pending correction of title, the payments hereunder required shall be postponed, but upon correction
of title, and within ten (10) days after written notice, Buyer shall perform as provided in this
Agreement. If said title is not marketable and is not made so within ninety (90) days from the date
of written objections thereto as above-provided, Buyer's sole remedies shall be to either:
a. Terminate this Purchase Agreement by giving written notice by
registered mail to Seller, in which event this Purchase Agreement shall
become null and void and neither party shall be liable for damages
hereunder to the other party and all earnest money shall immediately
be returned to Buyer, or
b. Elect to accept title in its unmarketable condition by giving written
notice by registered mail to Seller, in which event (I) the Warranty
Deed to be delivered on the Closing Date shall except such objections.
If title to the Property is found to be marketable or made so with the ninety (90) day period, and
Buyer shall default in any of the agreements and continue in default for a period of thirty (30) days
following notice, then and in that event, Seller may (and the sole remedy of Seller shall be to)
terminate this Agreement by written notice by registered mail to Buyer and on such termination all
the payments made upon this Agreement shall be retained by Seller as liquidated damages.
6. Survey. Within thirty (30) days after the date hereof, Seller shall, at Seller's expense,
cause to be made and delivered to Seller a true and accurate survey of the Property by a Minnesota
registered surveyor, in form and substance acceptable to the Buyer.
7. Preliminary Investigations by Buyer or Its Engineer; Seller's Environmental Warranty. Buyer
or its engineer shall have the right, prior to the Closing Date, to enter upon the Property for the
purpose of taking soil tests, borings and otherwise determining the suitability of the site, at Buyer's
expense, for Buyer's development purposes. If soil borings demonstrate that the site requires
significant soil correction work to make the site suitable for construction of a fire hall on the south
one-half ofthe property, the Buyer may declare this purchase agreement null and void and Seller shall
return Buyer's earnest money.
Seller represents that to the best of Seller's information and belief, no hazardous substances,
pollutants, or contaminants (as the same are defined in Minnesota Statutes, Chapters] ] SA and] ISB)
are located or have been disposed on the Property, that there are no underground storage tanks on
the Property, and the Property has not been used for the sale, distribution or storage of petroleum
products.
8. Adjustments to the Purchase Price. The parties understand and agree that the purchase price
is based on a per-acre price of$17,000.00. Said purchase price shall be adjusted to reflect the actual
acreage purchased.
9. Access to Property. Prior to the Closing Date, Buyer and engineers and others employed by
Buyer, shall have reasonable access to the Property to perform engineering, surveying, environmental,
and all other preliminary investigative work necessary in conjunction with Buyer's purchase
hereunder. Buyer shall keep the Property free from liens and claims arising out of any such entry by
Buyer, or persons employed by Buyer, and shall indemnity and hold harmless Seller from and against
any liens or other claims which may arise as a result of such entry onto the property.
10. Buyer Payments of Development Costs. Except as expressly stated elsewhere herein, Buyer
shall be responsible for all development costs, testing and engineering costs, as well as all fees and
charges payable to governmental units having jurisdiction as well as park dedication fees. Seller shall
cooperate with Buyer in obtaining any necessary governmental approvals.
11. No Wells. Seller certifies to Buyer that Seller does not know of any wells located on
Property. If wells do exist on the property, Seller will certity such wells have been sealed.
] 2. Seller's Representations and Warranties. Seller represents and warranties to Buyer as follows:
a. There is no litigation or proceeding pending or, to Seller's knowledge,
threatened against or relating to the Property or any part thereof.
b. Seller has no knowledge of any pending or threatened condemnation
or eminent domain proceedings which would affect the Property or
any part thereof.
c. Seller has received no notice of the commencement by third parties of
any proceedings which would affect the present zoning classification
of the property.
d. Seller has no knowledge that substances of waste classified or defined
as hazardous or toxic under any applicable federal, state or local
statute, law, ordinance or regulation, are now or have ever been
buried or otherwise located on the Property, or that the Property has
contained or now contains any underground storage tanks.
e. The Property is currently zoned P-I pursuant to Albertville City
ordinances.
f There are no mechanic's liens against the Property. The Seller shall
satisfY, at closing, any outstanding debts for mechanic's liens which
exist or may result from any obligations incurred by Seller prior to
closing.
g. The Seller has no notice or knowledge of any violations relating to the
Property from any city, county, state or federal agency.
The above representations and warranties shall survive the Closing of this transaction.
13. Leases. Seller represents that the property is currently leased only to Floyd Roden for the
1998 crop year, said lease ending no later than December 31, 1998. Buyer shall take possession of
said land subject to said 1998 crop year lease.
14. Brokers. The parties acknowledge that no brokers are involved in this transaction and agree
to indemnifY and hold each other harmless from any brokerage fees or commissions claimed by third
parties.
15. No Joint Venture. Nothing herein shall be construed as the creation of a partnership, joint
venture or any other relationship between parties other than Buyer and Seller.
16. Survival of Terms. The terms, covenants and conditions of this Purchase Agreement are
expressly agreed to survive closing and delivery of the Warranty Deed and payment of the purchase
price. Time is of the essence of all matters to be performed under the terms of this agreement.
17. Notices. Any notice or election required or permitted to be given or served by any party
hereto upon any other shall be deemed or served in accordance with the provisions of this Agreement
if said notice or election is delivered personally or mailed in a sealed wrapper by United States
registered or certified mail, return receipt requested, postage prepaid, properly addressed as follows:
If to Seller:
CIO
CLEMENS PROPERTIES,
Bernie Marx
Route 2, Box 89
Sandstone, MN 55072
If to Buyer: CITY OF ALBERTVILLE
Albertville City Hall
Albertville, MN 55301
Each such mailed notice or communication shall be deemed to have been given to, or served upon,
the party to which addressed on the date the same is deposited in the United States registered or
certified mail, return receipt requested, postage prepaid, property addressed in the manner provided.
Either party hereto may change such party's address for the service of notice hereunder by delivering
written notice of said change to the other party hereunder, in the manner above specified, ten (10)
days prior to the effective date of said change.
18. Successors and Assigns Survival Terms. The terms, covenants, conditions, representations
and warranties of this Purchase Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto, and shall survive the Closing Date.
19. Time of the Essence. Time is of the essence of all matters to be performed under this
Agreement.
20. I.R.c. 1031 Exchange. The Seller reserves the right to place this property in an I.R.C. 1031
tax deferred exchange. Buyer agrees to cooperate with Seller by executing various documents, but
Buyer will have no legal or financial liability associated with the exchange.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS PURCHASE
AGREEMENT THE DAY AND YEAR ABOVE WRITTEN.
SELLER
BUYER
CLEMENS PROPERTIES, A
LIMITED PARTNERSHIP
CITY OF ALBERTVILLE
f!~ 1Jg/1f
By: CLEMENS M. MARX, Trustee
General Partner
ayor
~~
LINDA GOEB, Clerk
TAYLOR LAND SURVEYORS INC.
213 W. BROADWAY, P.O. BOX 179, MONTICELLO, MINNESOTA 55362
PHONE (612) 295-3388, FAX (612) 295-3408
DENNIS V. TAYLOR
REGISTERED LAND SURVEYOR
August 28, 1998
That part of the Northwest Quarter of Section 1, Township 120,
Range 24, Wright County, Minnesota described as follows:
Commencing at the intersection of the south line of said
Northwest Quarter with the west line of MARX FIRST ADDITION,
according to the recorded plat thereof; thence north along said
west line of MARX FIRST ADDITION and its northerly extension, a
distance of 1066.60 feet; thence west deflecting 89 degrees 26
minutes 30 seconds left along a line hereinafter referred to as
Line A, a distance of 250.00 feet to the point of beginning of
the land to be described; thence north deflecting 90 degrees
right, a distance of 50.00 feet; thence west deflecting 90
degrees left, a distance of 20.00 feet; thence north deflecting
90 degrees 00 minutes 30 seconds right, a distance of 828.3 feet
to the southerly right of way line of the Burlington Northern
Railroad; thence northwesterly along said southerly right of
way line to the northeasterly corner of BARTHEL COMMERCIAL PARK,
according to the recorded plat thereof, said corner distant
74.30 feet southeast from the north line of said Northwest
Quarter as measured along said southerly right of way line;
thence south along the east line of said BARTHEL COMMERCIAL PARK
and its southerly extension to the intersection of the westerly
extension of said Line A; thence east along said extension and
Line A to the point of beginning.
98018
'1
"
.
l
1-J2-98.
Page
3
COORDINATE FILE
98018.CRD
SET #1 PARCEL A
FROM BEARING/ANGLE DISTANCE TO NORTH EAST ELEV
6 2947.488 738.692
6 NW 61 32100" 616.68 7 3241. 427 196.572
7 SW 00 34'00" 288.56 9 2952.878 193.718
9 SE 89 26'00" 545.00 6 2947.488 738.692
PERIMETER AREA (sq ft) AREA (acres)
1450.244 78633.4910 1.8052
SET #2 PARCEL B
FROM BEARING/ANGLE DISTANCE TO NORTH EAST ELEV
3 2069.036 750.012
3 NE 00 33'30" 50.00 4 2119.034 750.499
4 NW 89 26'30" 20.00 5 2119.229 730.500
5 NE 00 34'00" 828.30 6 2947.488 738.692
6 NW 89 26'00" 545.00 9 2952.878 193.718
9 SW 00 34'00" 878.38 8 2074.542 185.031
8 SE 89 26'30" 565.01 3 2069.036 750.012
PERIMETER AREA (sq ft) AREA (acres)
2886.688 479695.7995 11.0123
TOTAL FOR SETS 1 THRU 2
PERIMETER AREA (sq ft) AREA (acres)
0.000 558329.2905 12.8175
'I