City of Jackson, Minnesota COMMERCIAL PROPERTY PURCHASE AGREEMENT

Transcription

1 City of Jackson, Minnesota COMMERCIAL PROPERTY PURCHASE AGREEMENT THIS AGREEMENT is made on, 2013, by and between City of Jackson, Minnesota, (the City ), and ( Buyer, whether one or more). FOR VALUABLE CONSIDERATION, City and Buyer agree as follows: 1. Sale of Property. Upon and subject to the terms and conditions of this Agreement, the City agrees to sell to Buyer, and Buyer agrees to purchase from City, real property located at 306 Second (Main) Street and legally described as follows (the Property ): The South Half (S½) of Lot Four (4) and all of Lot Six (6) in Block Five (5) of the Town (now City) of Jackson. including all of the fixtures, appliances, furnishings, equipment, and other personal property, if any, owned by the City and situated in or about the Property on the date of closing, specifically including but not limited to all built-in cabinets and other built-ins. 2. Purchase Price and Manner of Payment. The total purchase price (the Purchase Price ) to be paid by Buyer to the City for the Property is Dollars ($ ), payable as follows: 2.1. Earnest money: $ as earnest money on execution of this contract; and 2.2. Balance: $ in certified funds or by wire transfer to be paid on the Closing Date. 3. Closing. The closing of the purchase and sale contemplated by this Agreement (the Closing ): 3.1. Shall occur as soon as possible but no later than 2:00 p.m. on August 30, 2013, subject to extension for title curative matters as hereinafter provided (the Closing Date ); and 3.2. Shall be held at City Hall, 80 West Ashley Street, Jackson, MN, or at such other place as may be agreed to mutually by the parties. The City shall deliver possession of the Property to Buyer on the Closing Date, subject to the rights of tenants under the Leases. 4. City s Closing Documents. At Closing, and subject to Buyer s performance, City shall deliver to Buyer the following (collectively, City s Closing Documents ):

2 Page 2 of A general Warranty Deed (with statement regarding no wells), in duly executed, recordable form reasonably satisfactory to Buyer, conveying the Property to Buyer, free and clear of all encumbrances; 4.2. A Certificate of Real Estate Value with Supplemental Schedule; 4.3. An Affidavit of City indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving City or the Property; that there has been no labor or material furnished to the Property for which payment has not been made or for which mechanics liens could be filed; that there are no other unrecorded interests in the Property; and that there are no encroachment or survey issues of which City is aware The abstract of title for the Property, if not previously delivered to Buyer. 5. Buyer s representations and warranty. Buyer represents and warrants [i] that at Closing Buyer will deliver to City the Purchase Price, by wire transfer or in certified funds; and [ii] that Buyer will use the ground floor of the Property for entertainment center or retail or service business purposes. 6. Prorations / costs. City and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 6.1. Title Insurance and examination. Buyer will pay all legal fees relating to examination of title and any Title Policy Abstracting Fee. City shall pay the cost of having the abstract updated and recertified, including the city assessment search fee Deed Tax. City shall pay the state deed tax on the Warranty Deed to be delivered by City pursuant to this Agreement Real estate taxes. Real estate taxes or payments to State or County in lieu of real estate taxes payable in 2013, if any, shall be pro-rated between the City and Buyer to the date of closing; and Buyer shall pay the real estate taxes due and payable in 2014 and thereafter Recording Costs. Buyer will pay the cost of recording the Deed; and City shall pay the cost of recording any documents necessary to perfect its own title.

3 Page 3 of Other Costs. All operating costs of the Property including but not limited to utilities costs will be allocated between City and Buyer as of the Closing Date, so that City pays that part of such other operating costs accruing on and before the Closing Date, and Buyer pays that part of such operating costs accruing after the Closing Date Attorneys Fees. Each of the parties will pay his own attorneys, accountants and consultants fees. 7. Title Examination. Title examination will be conducted as follows: 7.1. City s Title Evidence. Within a reasonable time after acceptance of this agreement, City shall furnish to Buyer an Abstract of Title certified to date, including proper searches covering bankruptcies and state and federal judgments, federal court judgment liens in favor of the U.S., liens and levied and pending special assessments. Buyer shall have ten business days after receipt of the certified Abstract of Title either to have Buyer s lawyer examine the title and provide City with written Title Objections or, at Buyer s own expense, to make an application for a title insurance policy and notify City of the application Buyer s Objections. Buyer s failure to make Objections within said 10-day time period will constitute a waiver of Objections Time to Cure. City will have 120 days after receipt of the Objections to cure the Objections, during which period [i] the Closing will be postponed as necessary, and [ii] City shall use all reasonable efforts to correct any Objections. 8. Operation Prior to Closing. During the period from the date of City s acceptance of this Agreement to the Closing Date, 8.1. City shall maintain the Property in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and any currently maintained insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief City may self-insure for fire and other property casualties City will not enter into any new leases, or renew any lease terms, without the written consent of Buyer. 9. Damage. If, prior to the Closing Date, all or any part of the Property is damaged by fire casualty, the elements, or any other cause, the City shall immediately give notice to Buyer of such fact; and Buyer, at Buyer s option (to be

4 Page 4 of 7 exercised within 15 days after the City s notice), may terminate this Agreement by written notice thereof to the City In the event Buyer terminates this Agreement, the parties will have no further obligations under this Agreement, and the Earnest Money shall be refunded to Buyer If Buyer does not elect to terminate, despite such damage, [i] the City shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage, and [ii] Buyer shall have the right to approve any loss adjustment reached by the City with the applicable insurance companies, such approval not to be unreasonably withheld or delayed If such damage is completely repaired prior to the Closing Date, then [i] there shall be no reduction in the Purchase Price, and [ii] the City shall retain the proceeds of all insurance related to such damage If such damage is not completely repaired prior to the Closing Date, but the City is diligently proceeding to repair, then [i] Buyer shall have the right to delay the Closing Date until repair is completed, and [ii] the City shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed If the City fails to diligently proceed to repair such damage, then [i] Buyer may require a closing to occur, and either [ii] the Purchase Price shall be reduced by the cost of such repair, or [iii] at Buyer s option, [a] the City shall assign to Buyer all right to receive the proceeds of any insurance the City carries relating to such damage, [b] the City shall pay Buyer an amount equal to the deductible under the applicable policies, and [c] the Purchase Price shall remain the same (or the City may forego payment of the deductible, in which case the Purchase Price shall be reduced by the amount of said deductible). 10. City s Warranties. As an inducement to Buyer to enter into this Agreement of sale and purchase, the City hereby represents and warrants to Buyer and agrees as follows: To the best of the City's knowledge, the Property and its current use, and the location of the Improvements on the Property, are in compliance with all federal, state and municipal laws, ordinances, rules and regulations, including zoning, subdivision, environmental protection, building, fire and health laws, ordinances, rules and regulations; and the City has received no notices from any regulatory bodies that the Property is in violation of the provisions of any such laws, ordinances, rules or regulations.

5 Page 5 of To the best of the City's knowledge, no portion of the Property is in a flood plain The City is not aware of any environmental condition, situation or incident on, at, or concerning the Property, that could give rise to an action or liability under any law, rule, ordinance, or common law theory To the best of the City s knowledge, [i] there are no past or present investigations, administrative proceedings, litigation, regulatory hearings or other actions proposed, threatened or pending, alleging non-compliance with or violation of any federal, or state or local laws, ordinance, rule or regulations dealing with environmental, health or safety matters ( Environmental Laws ) or relating to any required environmental permits, and [ii] neither the City nor any third party has violated any Environmental Laws with respect to the Property or Improvements There are not now, nor to the best of the City s knowledge have there ever been, any wells, operating or abandoned, located in, on or under the Property To the best of the City's knowledge there are no underground or above ground storage tanks on the Property, in use or abandoned, and no such tanks have been removed during City s ownership of the Property The City has paid for, or will pay for on or before the Closing Date, all work, supplies and materials, performed upon and supplied to the Real Property There exists no litigation affecting or calling into question the Property or any part or component thereof, or the City s interest therein There are no service, maintenance or other contracts or equipment leases relating to the Property. 11. No broker s Commission. The City and Buyer represent and warrant to each other that they have dealt with no brokers, finders, or the like in connection with this transaction. 12. Purchase As-Is. Subject to the express representations and warranties of the City as set forth in this Agreement, Buyer buys and accepts the condition of the Property, including specifically without limitation, the environmental and geological condition of the Property and the mechanical, plumbing, and electric systems, in an AS-IS and with ALL FAULTS condition.

6 Page 6 of Assignment. Buyer shall have an unconditional right to assign this Agreement, and either party may assign its rights under this Agreement at any time; provided, that no such assignment will relieve the assigning party of its obligations under this Agreement. 14. Survival of terms. The respective covenants, agreements, indemnifications, warranties and other terms of this Agreement will survive and be in full force and effect after the Closing, and shall not be deemed to have merged into any of the Closing Documents. 15. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement [i] if personally served as with civil process, [ii] if mailed by United States registered or certified mail, return receipt requested, postage prepaid, [iii] if transmitted by facsimile copy followed by mailed notice as provided above, or [iv] if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Buyer: cc: If to the City: cc: City of Jackson, MN Steven L. Handevidt Attn: City Administrator Jackson City Attorney 80 West Ashley Street 309 Sherman Street, P. O. Box 225 Jackson, MN Jackson, MN Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other party shall commence to run two (2) business days after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner specified in this section 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.

7 Page 7 of Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 18. Binding Effect. This Agreement binds and benefits the City, Buyer, and their respective successors and assigns. 19. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. 20. Counterparts. This Purchase Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute a single, integrated contract. IN WITNESS WHEREOF, City and Buyer have each executed this Agreement to be effective as of the date first written above. CITY OF JACKSON, MN BUYER: By: and By: Wayne Walter, Mayor Jennifer J. Bromeland City Administrator