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2025-06-16 Vacant Land Purchase AgreementVACANT LAND PURCHASE AGREEMENT Date: June )(, 2025 The City of Albertville ("Seller") agrees to sell and Glacier Ridge Properties, LLC, a Minnesota Limited Liability Company ("Buyer") agrees to buy, according to the terms of this Purchase Agreement, the property legally described as: Lot 1, Block 4, Barthel's Industrial Park 4th Addition, Wright County, Minnesota ("Property"); including the following property, if any, owned by Seller and located on said Property, including all plants, shrubs and trees; all of which property Seller has this day agreed to sell to Buyer for the purchase price of $1.00 and the undertakings set forth in this Purchase Agreement. 2. From and after the date of this Agreement Seller grants permission of access to the Property for testing and surveying purposes by Buyer. In addition, at Buyer's option, Buyer may, prior to closing, enter onto the Property for purposes of importing fill material and grading the Property. Buyer agrees to hold harmless, defend and indemnify Seller from any claims that may arise related to Buyer's testing, surveying importing and exporting of soils and grading of the Property, and Buyer shall promptly satisfy or contest in good faith any mechanic's liens that may be placed on the Property as a result of such activity. 3. Buyer assumes full responsibility for ensuring that the soils on the Property are suitable for Buyer's building needs, and Buyer agrees that it shall take the Property in as -is" condition with regard to soil conditions. 4. To the best of the Seller's knowledge there are no hazardous wastes, abandoned wells, or underground storage tanks on the Property, except as herein noted: None. 5. Buyer's obligations under the Agreement are contingent on the Property being rezoned by Seller to the industrial zoning classification on or before June 30, 2025. If the Property is not rezoned by such date, Buyer may, at its option, terminate this Agreement by written notice to Seller. In the event of such rezoning, Buyer's use shall comply with the terms of the industrial zoning classification as rezoned by Seller. Buyer shall plat the Property into a numbered lot and block at Buyer's expense. 6. The parties intend for Buyer to construct an approximately 16,800 square foot concrete tip -up industrial building on the Property over which Seller intends to establish a tax increment financing district, the proceeds of which Seller intends to use to initially pay itself back for the value of the Property of $235,000 plus an additional $92,728 in interest and administrative costs of tax increment payments and thereafter, the balance of the tax increment payments will be paid to Buyer. Based on current projections, the foregoing split of tax increment payment will result in Seller receiving $327,728 in TIF payment. Buyer is not projected to receive any of the TIF increments generated by this project. Assuming that the contingencies to Buyer's obligations under this Agreement are satisfied and Buyer closes on the purchase of the Property, Buyer obligates itself to construct such a building. In the event Buyer does not construct an approximately 16,800 square foot building on the Property by June 30, 2026 or be in the process of constructing said building and ultimately diligently completing it, Buyer shall, at its option, either: 1) deed the Property back to Seller in substantially the same condition as Seller deeded it to Buyer and with no additional encumbrances on the Property than existed when Seller deeded the Property to Buyer; or 2) pay Seller $235,000, representing the fair market value of the Property at the time of the execution of this Agreement. 7. CONTINGENCIES: This agreement shall be subject to the following contingencies: A. Contingencies in favor of the Buyer: a. Approval of a final plat for the Property platting the Property as a numbered lot and block. Buyer shall apply for such preliminary plat approval and shall pay all required fees. b. Seller and Buyer shall have agreed on a tax increment financing agreement consistent with the terms of this Agreement. If the foregoing Buyer contingencies are not satisfied on or before June 30, 2025, Buyer may terminate this Agreement by written notice to Seller. B. Contingencies in favor of the Seller: a. Prior to closing, Buyer shall 1) have approval for financing from a commercial bank or other lender for a loan in an amount, together with Buyer's cash on hand, sufficient to fund the construction said 16,800 square foot building, or 2) demonstrate to Seller that Buyer has sufficient cash on hand to fund the construction of said 16,800 square foot building. The City agrees to act reasonably in its review of the foregoing. b. Buyer entering into a DEVELOPMENT agreement with and acceptable to Seller and Buyer obligating Buyer to construct said 16,800 square foot building on the Property and operate it in a manner that will qualify it for tax increment financing under an economic development tax increment financing district for a period of nine (9) years. Said agreement shall include a minimum assessment agreement that will prohibit the assessed value of the of the Property from falling below $3,650,000. If the foregoing Seller contingencies are not satisfied on or before June 31, 2025, Seller may terminate this Agreement by written notice to Buyer. 2 Seller does not know whether the Property is in the designated 100 year flood plain area. 9. Seller warrants that the Property does not receive preferential tax treatment (i.e., Green Acres, etc.). 10. The closing of the sale and purchase of the Property shall occur on or before July 15, 2025. 11. DEED/MARKETABLE TITLE: Upon performance by Buyer, Seller shall deliver a general Warranty Deed conveying marketable title, subject to: A) Building and zoning laws, ordinances, state and federal regulations; (B) Reservation of any mineral rights by the State of Minnesota; (C) Utility and drainage easements which do not interfere with existing or planned improvements; (D) Rights of tenants as follows (unless specified, not subject to tenancies): None; (E) Drainage and utility easements over wetlands and over wetland mitigation sites as previously approved by Wright County; (F) the encumbrances listed on Exhibit A attached hereto. 12. TITLE & EXAMINATION: Buyer may obtain a new survey of the Property ("New Survey"), which New Survey may be obtained by Buyer at its expense within twenty 20) days after Buyer's receipt of the Title Commitment, as defined below. Within ten (10) days after the Effective Date, Seller, at Seller's sole cost and expense, shall cause Land Title (the "Title Company") to provide to Buyer a current commitment for the issuance of a title insurance policy in the amount of the Purchase Price, together with good legible copies of all documents constituting exceptions to Seller's title as reflected in the commitment (collectively, the "Title Commitment" and together with the New Survey, the "Title Evidence"). Buyer shall have seven (7) days after receipt of the last of the Title Evidence, to review the Title Evidence and to deliver to Seller in writing ("Buyer's Objection Notice") such objections as Buyer may have to anything contained or set forth in the Title Evidence, failing which Buyer shall be deemed to have approved all matters shown on the Title Evidence (the "Permitted Exceptions"). Seller shall, within seven 7) days after its receipt of Buyer's Objection Notice (the "Title Cure Period"), advise Buyer in writing ("Seller's Response") which objections (if any) it shall cure or cause to be cured prior to the Closing. In addition, Buyer shall have seven (7) days after receipt of any amendment, supplement or update to the Title Evidence to give Seller additional Objection Notices with respect to any exceptions on the amendment, supplement or update not previously disclosed to Buyer. Seller shall use its best efforts to cure the objections set forth in Buyer's Objection Notice. Notwithstanding anything to the contrary contained herein, Seller shall in all events be obligated to cause to be released on or before Closing (A) monetary liens filed against the Property of a discernible amount; (B) all items Seller agrees to cure in Seller's Response; and (C) any exceptions to title created by Seller and not reflected in the 3 Title Commitment. If, in Seller's Response, Seller declines to cure all items to which Buyer objected in Buyer's Objection Notice or if Seller fails to cure all items to which Buyer objected in Buyer's Objection Notice, Buyer shall be entitled to either: i) terminate this Agreement by written notice to Seller given within seven (7) days after Buyer's receipt of Seller's Response or Seller's failure to cure all items to which Seller agreed to cure, as applicable, or (ii) proceed with the transaction as provided herein. Seller shall pay for the costs of the Title Commitment and Buyer shall pay any insurance premium on title insurance that Buyer obtains. 13. REAL ESTATE TAXES shall be paid as follows: Buyer shall pay, prorated from day of closing, real estate taxes due and payable in the year 2025. Seller shall pay, prorated to the day of closing, real estate taxes due and payable in the year 2025. 14. In the event the closing date is changed, the real estate taxes paid shall, if prorated, be adjusted to the new closing date. Seller warrants taxes due and payable in the year 2025 will be NON -HOMESTEAD classification. 15. SPECIAL ASSESSMENTS shall be paid as follows: Seller shall pay all special assessments outstanding or levied or pending or deferred as of the date of closing. 16. BUYER SHALL ASSUME all special assessments that first become levied or pending after the date of closing. 17. SELLER SHALL PAY on date of closing any deferred real estate taxes (i.e.. Green Acres, etc.) or which are 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 and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided for above. 18. Buyer shall take the Property in "as is" condition and shall be responsible for ensuring that the Property is suitable for Buyer's intended use. Buyer shall pay for any necessary soil corrections or other work that may be necessary to make the Property suitable for Buyer's intended use. 19. BUYER SHALL PAY all charges incurred at the direction of Buyer in testing the soils on the Property, correcting soils on the Property, excavating bad soils from the Property, and hauling in good soils to the Property. Buyer shall satisfy any liens that may be placed on the Property prior to closing from such activities. 20. INSPECTION: Buyer has the right to inspect Property prior to closing. 4 21. GENERAL WARRANTIES: SELLER WARRANTS THAT THERE IS A RIGHT OF ACCESS TO THE PROPERTY FROM A PUBLIC RIGHT OF WAY. THESE WARRANTIES SHALL SURVIVE THE DELIVERY OF THE DEED. 22. SELLER WARRANTS THAT SELLER HAS NOT RECEIVED ANY NOTICE FROM ANY GOVERNMENTAL AUTHORITY AS TO VIOLATION OF ANY LAW, ORDINANCE OR REGULATION. IF THE PROPERTY IS SUBJECT TO RESTRICTIVE COVENANTS, SELLER WARRANTS THAT SELLER HAS NOT RECEIVED ANY NOTICE FROM ANY PERSON OR AUTHORITY AS TO A BREACH OF THE COVENANTS. ANY NOTICES RECEIVED BY SELLER WILL BE PROVIDED TO BUYER IMMEDIATELY. 23. RISK OF LOSS: if there is any loss or damage to the Property between the date hereof and the date of closing, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on Seller. If the Property is destroyed or substantially damaged before the closing date, this Purchase Agreement shall become null and void, at Buyer's option, in which case Buyer and Seller agree to sign a cancellation of this Purchase Agreement. 24. DEFAULT: If title is as provided herein, and Buyer defaults in any of the agreements herein and such default is not cured within ten (10) days of written notice from Seller, Seller may terminate this Purchase Agreement. If Seller defaults in any of the agreements herein and such default is not cured within ten (10) days of written notice from Buyer, Buyer may terminate this Purchase Agreement. This provision shall not deprive either Buyer or Seller of the right of specific performance of this Agreement, provided this Purchase Agreement is not terminated, and further provided, as to specific performance, such action is commenced within six months after such right of action arises. Neither party shall have the right to seek monetary damages against the other party, except that Seller may seek monetary damages if Buyer violates the terms of paragraph 6 of this Agreement or if Buyer fails to hold harmless, defend and indemnify Seller or fails to satisfy any liens placed on the Property as required in paragraph 2 of this Agreement. 25. TIME OF ESSENCE: Time is of the essence in this Purchase Agreement. 26. ENTIRE AGREEMENT: This Purchase Agreement, any attached exhibits and any addenda or amendments signed by the parties, shall constitute the entire Agreement between Seller and Buyer, and supersedes any other written or oral agreements between Seller and Buyer. This Purchase Agreement can be modified only in writing signed by Seller and Buyer. 27. POSSESSION: Seller shall deliver possession of the Property not later than date of closing. All interest, homeowner association dues, rents, 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 date of closing. Seller agrees to remove ALL DEBRIS AND ALL PERSONAL PROPERTY NOT INCLUDED HEREIN from the Property by possession date. 28. Neither Seller nor Buyer has been represented by a real estate agent or broker in this transaction. 29. The following paragraphs of this Agreement shall survive the closing: 2, 3, 4, 5, 6, 9, 19, 20, 22, 23, 24, and 30. 30. Any notices required under this agreement shall be sent to Buyer and Seller at the following addresses: SELLER Albertville City Administrator 5959 Main Avenue P.O. Box 9 Albertville, Minnesota 55301 I, the owner of the Property, accept this agreement and authorize the listing broker to withdraw said Property from the market, unless instructed otherwise in writing. I as Date Buyer's Signature DatesSignature BUYER 7lacxe c%64scs LING 1 3$ L jA^ Ss-• IVY lE\- I .x.-rtI N I agree to purchase the Property for the price and on the terms and conditions set forth above. v t Ks n _ hie , L FcIri Seller' s Printed Name Buyer's Printed Name Seller' s Signature Date THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYERS AND SELLERS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Exhibit A Permitted Encumbrances Real estate taxes for the Property which become due and payable after the date of Closing. 3. A portion of the property contains wetlands which may be subject to federal, state, or local regulation. 4. Easements for utilities and drainage as shown on the recorded plat of Barthel's Industrial Park 2nd Addition. 74851376v4 A-1