Purchase Agreement MINNESOTA STANDARD RESIDENTIAL PURCHASE AGREEMENT
BEFORE YOU USE OR SIGN THIS CONTRACT, YOU SHOULD CONSULT WITH AN
ATTORNEY TO DETERMINE THAT THIS CONTRACT ADEQUATELY PROTECTS YOUR
LEGAL RIGHTS.
1 . PARTIES. This Purchase Agreement is made on February 24 , 1989,
by and between J & S Enterprises, a Partnership, located at 6490
Riverview Terrace, Fridley, MN 55432, SELLER, AND the City of Fridley,
a Municipal Corporation under the laws of Minnesota, BUYER.
2 . OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to
2, Block 1, AUS
Addition,
real property legally described as Lot , , ,
Anoka County, Minnesota, located in the City of Fridley, County of
Anoka, State of Minnesota.
3 . ACCEPTANCE DEADLINE. This offer to purchase, unless accepted
sooner, shall be null and void at 11: 59 P.M. , march 6. 1989
and in such event all earnest money shall be refunded to Buyer.
4 . PRICE AND TERMS. The price for the real and personal property
included in this sale is Forty-Six Thousand and no hundredths
( $46 ,000 .00) Dollars by cash which Buyer shall pay on March 6, 1989,
the date of closing.
This price was agreed to by the Buyer and Seller following the
commemcement of Condemnation Proceedings .
5 . DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall
execute and deliver a Warranty Deed, joined in by spouse, if any,
conveying marketable title, subject to:
(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 easements which do not interfere with
existing improvements;
(E) Exceptions to title which constitute encumbrances,
restrictions, or easements which have been disclosed to Buyer
and accepted by Buyer in this Purchase Agreement; (Must be
specified in writing. )
6 . REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due
and payable in and for the year of closing shall be prorated between
Seller and Buyer on a calendar year basis to the actual Date of
Closing, unless otherwise provided in this Agreement.
BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING all
installments of special assessments certified for payment with the
real estate taxes due and payable in the year of closing.
SELLER SHALL PAY ON DATE OF CLOSING all other special assessments
levied as of the date of this Agreement.
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LLER CHALL PROVIDE FOR PAYMENT OF 3pccial a33cscmcats pending ac •
th- date of this Agreement for improvements that have been ordere. .y
the ' ty Council or other governmental assessing authorities.
(Selle provision for payment shall be by payment into escr• • of 1
times the -stimated amount of the assessments. ) As of the -. - te of
this Agreem- 't, Seller represents that Seller has not re -ived a
Notice of Hear '. g of a new public improvement project om any
governmental ass- -sing authority, the costs of whic •roject may be
assessed against t' : property. If a special asse ment becomes
pending after the dat- of this Agreement and be •re the date of
closing, Buyer may, at er' s option:
A. Assume payment of e pending spec ' . assessment without
adjustment to the pu hase agreement price of the property;
or,
B. Require Seller to pay the • = ding special assessment (or
escrow for payment of sa - . - provided above) and Buyer shall
pay a commensurate inc -ase in the purchase price of the
property, which incr- .se shall b= the same as the estimated
amount of the ass- :sment; or,
C. Declare this Ag -ement null and void notice to Seller, and
earnest mone hall be refunded to Buye
SELLER SHALL PAY 0 DATE OF CLOSING any deferred -al estate taxes or
special assessme. s payment which is required as a = ult of the
closing of thi: sale. Buyer shall pay real estate tax- due and
payable in e year following closing and thereafter and - ny unpaid
special a essments payable therewith and thereafter, the p. ment of
which not otherwise provided herein. Seller warrants that axes
due . d payable in the year 1989 will be FULL homestead classifi. --
ti• . Seller makes no representation concerning the amount of fut■ e
cal c3tatc taxes or of future special a3sc3sments.
7 . DAMAGES TO REAL PROPERTY. If the real property is substantially
damaged prior to closing, this Agreement shall terminate and the
earnest money shall be refunded to Buyer. If the real property is
damaged materially but less than substantially prior to closing, Buyer
may rescind this Agreement by notice to Seller within twenty-one ( 21)
days after Seller notifies Buyer of such damage, during which 21-day
period Buyer may inspect the real property, and in the event of such
recision, the earnest money shall be refunded to Buyer.
8 . SELLER' s BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES.
Seller warrants that buildings, if any, are entirely within the
boundary lines of the property. Seller warrants that there is a right
of access to the real property from a public right-of-way. Seller
warrants that there has been no labor or material furnished to the
property for which payment has not been made. Seller warrants that
there are no present violations of any restrictions relating to the
use or improvement of the property. These warranties shall survive
the delivery of the deed or contract for deed.
9 . CONDITION OF PROPERTY. Seller shall remove all debris and all
personal property not included in this sale from the property before
possession date. Seller has not received any notice from any
governmental authority as to the existence of any dutch elm disease,
oak wilt, or other disease of any trees on the property.
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Sellers warranties and representations contained in this Paragraph
10 shall survive the delivery of the Deed or Contract for Deed,
provided that any notice of a defect or claim of breach of warranty
must be in writing and given by Buyer to Seller within one year of the
Date of Closing or be deemed waived.
Buyer shall have the right to have inspections of the property
conducted prior to closing. Unless required by local ordinance or
lending regulations, Seller does not plan to have the property
inspected. Other than the representations made in this Paragraph 10,
the property is being sold "AS IS" with no express or implied
representations or warranties by Seller as to physical conditions,
quality of construction, workmanship, or fitness for any particular
purpose. (This Paragraph is not intended to waive or modify any
provisions of MINN. STAT. , Chapter 327A)
10 . DISCLOSURE OF NOTICE. Seller has not received any notice from
any governmental authority as to violations of any law, ordinance or
regulation. If the property is subject to restrictive covenants,
Seller has not received any notice from any person as to a breach of
the covenants.
11. POSSESSION. Seller shall deliver possession of the property not
later than the date of closing. All interest, 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 the date of closing.
12. EXAMINATION OF TITLE. Within a reasonable time after acceptance
of this Agreement, Seller shall furnish Buyer with an Abstract of
Title or a Registered Property Abstract which shall be updated by
Buyer. Buyer shall have ten (10) business days after receipt of the
updated Abstract of Title or Registered Property Abstract either to
have Buyer's attorney examine the title and provide Seller with
written objection or, at Buyer's own expense, to make an application
for a Title Insurance Policy and notify Seller of the application.
Buyer shall have ten (10) business days after receipt of the
Commitment for Title Insurance to provide Seller with a copy of the
Commitment and written objections. Buyer shall be deemed to have
waived any title objections not made within the applicable ten (10)
day period for above, except that this shall not operate as a waiver
of Seller' s covenant to deliver a statutory Warranty Deed, unless a
Warranty Deed is not specified above.
13 . TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from
receipt of Buyer's written title objections to make title marketable.
Upon receipt of Buyer's title objections, Seller shall, within ten
(10 ) business days, notify Buyer of Seller' s intention to make title
marketable within the 120 day period. Liens or encumbrances for
liquidated amounts which can be released by payment or escrow from
proceeds of closing shall not delay the closing. Cure of the defects
by Seller shall be reasonable, diligent, and prompt. Pending
correction of title, all payments required herein and the closing
shall be postponed.
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A. If notice is given and Seller makes title marketable, then
upon presentation to Buyer and proposed lender of
documentation establishing that title has been made
marketable, and if not objected to in the same time and manner
as the original title objections, the closing shall take place
within ten (10) business days or on the scheduled closing
date, whichever is later.
B. If notice is given and Seller proceeds in good faith to make
title marketable but the 120 day period expires without title
being made marketable, Buyer may declare this Agreement null
and void by notice to Seller, neither party shall be liable
for damages hereunder to the other, and earnest money shall be
refunded to Buyer.
C. If Seller does not give notice of intention to make title
marketable, or if notice is given but the 120 day period
expires without title being made marketable due to Seller 's
failure to proceed in good faith, Buyer may seek, as permitted
by law, any one or more of the following:
1. Proceed to closing without waiver or merger in the Deed
of the objections to title and without waiver of any
remedies, and may:
(a) Seek damages, costs, and reasonable attorney' s fees
from Seller as permitted by law (damages under this
subparagraph (a) shall be limited to the cost of
curing objections to title, and consequential
damages are excluded) ; or,
(b) Undertake proceedings to correct the objections to
title;
2 . Recision of this Purchase Agreement by notice as
provided herein, in which case the Purchase Agreement
shall be null and void and all earnest money paid
hereunder shall be refunded to Buyer;
3. Damages from Seller including costs and reasonable
attorney's fees, as permitted by law;
4 . Specific performance within six months after such right
of action arises.
D. If title is marketable, or is made marketable as provided
herein, and Buyer defaults in any of the agreements herein,
Seller may elect either of the following options, as permitted
by law:
1. Cancel this contract as provided by statute and retain
all payments made hereunder as liquidated damages. The
parties acknowledge their intention that any note given
pursuant to this contract is a down payment note, and
may be presented for payment notwithstanding
cancellation;
2 . Seek specific performance within six months after such
right of action arising, including costs and reasonable
attorney' s fees, as permitted by law;
E. If title is marketable, or is made marketable as provided
herein, and Seller defaults in any of the agreements herein,
Buyer may, as permitted by law:
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1. Seek damages from Seller including costs and reasonable
attorney's fees;
2 . Seek specific performance within six months after such
right of action arises.
TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT.
14. NOTICES. All notices required herein shall be in writing and
delivered personally or mailed to the address as shown at Paragraph 1
above and, if mailed, are effective as of the date of mailing.
15 . AGENCY DISCLOSURE. (Name of selling agent or selling broker)
DISCLOSES HE OR SHE IS REPRESENTING THE (BUYER OR SELLER) IN THIS
TRANSACTION. THE LISTING AGENT OR BROKER DISCLOSES THAT HE OR SHE IS
REPRESENTING THE SELLER IN THIS TRANSACTION.
SELLER' S BUYER'S
INITIALS INITIALS
(Date) (Date)
16. SUBDIVISION OF LAND, If this sale constitues or requires a
subdivision of land owned by Seller, Seller shall pay all subdivision
expenses and obtain all necessary governmental approvals. Seller
warrants that the legal description of the real property to be
conveyed has been or will be approved for recording as of the date of
closing.
17. MINNESOTA LAW. This contract shall be governed by the laws of
the State of Minnesota.
18 . ADDITIONAL TERMS. The undersigned hereby states that she is
authorized to bind J & S Enterprises, a Partnership, to the terms of
this Agreement.
19. ADDENDA. Attached are addenda which are made a part of this
Agreement.
THIS IS A LEGALLY BINDING CONTRACT. BEFORE SIGNING, CONSULT A
LAWYER.
Minnesota law permits licensed real estate brokers and sales
agents to prepare purchase agreements. No recommendations or
representation is made by either the listing broker or selling
broker as to the legal sufficiency, the legal effect, or the tax
consequences of this contract. These are questions for your
lawyer.
1
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I agree to sell the property
for the price and terms and
conditions set forth above.
Dated: February 24, 1989 J & S ENTERPRISES
BY:
Shirle,r-`N'�. Severson
Its Partner
I agree to purchase the property
for the price and terms and
conditions set forth above.
Dated: March 6, 1989 CITY OF FRIDLEY
BY: :16.-y�,►.e
William J. N
Its Mayor
BY 2X4r.-2 mac,.?-=
William W. Burns
Its City Manager
Closing shall be at the office of:
Name HERRICK & NEWMAN Address Suite 205
6401 University Avenue NE
Fridley, MN 55432
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ADDENDUM TO PURCHASE AGREEMENT
This is Addendum #1 to that certain Purchase Agreement entered
into by and between J & S Enterprises, a Partnership, located at
6490 Riverview Terrace, Fridley, MN 55432, as the Seller, and the City
of Fridley, a Municipal Corporation under the law of Minnesota, as the
Buyer, regarding Lot 2, Block 1, AUS Addition, Anoka County,
Minnesota.
It is hereby agreed between the Buyer and Seller that the
following additional terms shall apply to said Purchase Agreement:
1 . That at any time after the execution of the Purchase
Agreement, Buyer, or its officers, employees, agents,
contractors, or representatives, may enter upon the
subject premises for the purposes of conducting
thereon subsoil or other investigations, surveys,
environmental audits, examinations, or tests as Buyer
may desire. Buyer shall enter the property subject
to such reasonable rules as Seller may promulgate and
shall promptly restore any damage to the excavation
of the subject premises. Buyer hereby agrees to
indemnify the Seller against, and to hold Seller harmless
from, all costs, expenses, or damages ( including
reasonable attorney' s fees and court costs) arising out
of any personal injury, deaths, or property damage, or
monetary claims arising out of any such entry,
investigation, examination, survey, by or on behalf of
Buyer.
2 . That the Buyer shall have thirty ( 30) days from the date
of the Purchase Agreement for purposes of conducting
those tests and examinations referenced in Paragraph #1
above. If within this thirty ( 30) day time period the
Buyer reasonably concludes, based upon the information
ascertained through said examination, that the site is
not suitable for the purpose of constructing and
operating a satellite fire station without the need to
do soil correction work, then the Buyer shall give to
the Seller written notice of this determination. Upon
the delivery of said written notice, the terms of
this Purchase Agreement and Addendum shall automatically
terminate with neither party having any further liability
or obligation to the other with the exception of those
ongoing liabilities by the Buyer as referenced in
Paragraph #1 above.
r�
Dated: February 24, 1989 J & S ENTERPRISES
BY `;//
�hirley, +h Sdverson
Its Partner
Dated: March 6, 1989 CITY OF FRIDLEY
BY: J
William J. N
Its Mayor
BY: /'
William W. Burns
Its City Manager
THIS INSTRUMENT WAS DRAFTED BY:
HERRICK & NEWMAN
Suite 205
6401 University Avenue Northeast
Fridley, MN 55432
( 612) 571-3850