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City Council Resolution 2016-56CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA RESOLUTION 2016-056 Date August 8, 2016 Resolution No. 2016-056 Motion By Tom Perrault Seconded By Glen Posusta RESOLUTION APPROVING THE CONVEYANCE OF CERTAIN REAL PROPERTY AND DISPENSING WITH STATUTORY REQUIREMENTS FOR REVIEW BY THE PLANNING COMMISSION WHEREAS, the City of Monticello owns real property located at 1022 River Street West, in the City of Monticello and legally described as Lot 5, Block 5, River Terrace, (the "Property"); WHEREAS, Charles and Darlene Nelson desire to purchase the Property for construction of a single family residence; WHEREAS, the City desires to convey the Property to the Nelsons under the terms provided in the Purchase Agreement attached hereto as Exhibit A ("Purchase Agreement"), which includes the right of the City to retake possession of the Property if a home is not constructed on the Property within 2 years, consistent with the R-2 zoning standards; WHEREAS, the City Council, in its judgement, finds that the proposed disposal of the Property has been previously identified as appropriate for sale to promote development consistent with the Comprehensive Plan; WHEREAS, Minn. Stat. § 462.356, subd. 2 requires that the Planning Commission review the City's proposed acquisition of property for consistency with the Comprehensive Plan, except upon a 2/3 vote of the City Council dispensing with the requirement and finding that the acquisition of the property has no relationship to the City's comprehensive plan; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Monticello, Minnesota: 1. Pursuant to Minn. Stat. § 462.356, subd. 2. the City Council finds that the acquisition of the Property has no relationship to the City's comprehensive plan and hereby dispenses with review by the Planning Commission; 2. The Purchase Agreement is hereby approved; and 3. The Mayor and City Administrator are authorized to execute any documents which, in the opinion of the City Attorney, are necessary to complete this transaction. 188385v2 ADOPTED this day of - , 2016, by the City Council of the City of Monticello, Minnesota. CITY OF MONTICELLO By: Brian Stumpf, Mayo ATTEST: Jeff O' Bill Administrator 188385v2 CERTIFICATION STATE OF MINNESOTA COUNTY OF WRIGHT I hereby certify that the foregoing is a true and correct copy of Resolution #2016-056 duly passed, adopted and approved by the Monticello City Council at their meeting on August 8, 2016 and recorded in minutes of said meeting. %(-\ ifer S , i er,)City Clerk ' 11ZA-J'7 Notary Public: t. Date: ,�(71 -7 (STS VICKI JAN IEERHO" NOTARY PU" MINNESOTA ' � ,_, , ., My Camn�scian Expires otAtt/!<Elti EXHIBIT A PURCHASE AGREEMENT 188385v2 VACANT LAND PURCHASE AGREEME,4 NT 1 • PARTICES. This Purchase Agreement is made on the "6_7aJnda of and between the CITY ®�' MOl�iTiCEI,L®, a Minnesota y �' `�S� 2016, by Street, Monticello, Minnesota 55362 ("Seller"), and CHARLES ppm �On' 505 Walnut NELSON, husband and wife, residing at 1099 — 941' Street N.W., Monticellllo MN 555362 N and DARLENE F. ("Buyers"). 362 2. OFFER/ACCEPTANCE. Buyers offer to purchase and Seller agrees to sell the property located in the City of Monticello, County of Wright, State of Minnesota legally described in Exhibit A attached hereto and made a part hereof ("property),). 3. PR'CE AND TERMS. The price for the Property included under this Purchase Agreement is Twenty-five Thousand and NoA 00 Dollars ($25,000.00), which Buyers shall pay to Seller as follows: A. Earnest money of $100.00 by check payable to Seller, to be deposited and held by Seller (and may be commingled with Seller's other funds), receipt of which is hereby acknowledged, to be applied to the Purchase price at closing; B. The remainder of the Purchase Price in cash or by wire transfer of U.S. Federal Funds on the Closing Date as hereinafter defined. 4. DEED/MARKETABLE TITLE. Upon performance by Buyers, Seller shall execute and deliver to Buyers a Limited Wfi rmnty Deed, conveying good and marketable title of record, subject to: A, Reservations of minerals or mineral rights by the State of Minnesota, if any, B. Building and zoning laws, ordinances, state and federal regulations; C. The lien of real property taxes and the lien of special assessments and interest due thereon, if any, payable in the year of closing which by the terms of this Purchase Agreement are to be paid or assumed by the Buyers; and D. Any encumbrances shown on the title commitment to K41ich Buyers have not objected to under Paragraph 9 of this Agreement ("Permitted Encumbrances"). 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years' Delinquent Real Estate Taxes and Delia uent S ial Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. 1883800 B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes payable in the year of Closing shall be prorated between Seller and Buyers on a calendar year basis to the Date of Closing. Buyers shallassume installments not paid at Closing. Seller shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable by Seller in the year of Closing. C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment of any deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. § 273.111) payment of which is required as a result of the Closing of this sale and the recording of the Deed. Provision for payment shall be by payment into escrow of 1.5 times the estimated payoff amount of the deferred taxes. D. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing shall be prorated between Seller and Buyers on a calendar year basis to the actual date of closing, adjusted on the settlement statement at closing, and unless otherwise provided in this Purchase Agreement, shall be paid at closing. E. Pending Special Assessments. Seller shall provide for payment of special assessments pending as of the date of this Purchase Agreement for improvements that have been ordered by the City Council or other governmental authorities. Seller's provision for payment shall be by payment into escrow of 1.5 times the estimated amount of the assessments. If a special assessment becomes pending after the date of this Purchase Agreement and before the Date of Closing, Buyers may, at Buyers' option: (1) Assume payment of the pending special assessment without adjustment to the purchase price of the real property; or (2) Require Seller to pay the pending special assessment (or escrow for payment of same as provided above) and Buyers shall pay a commensurate increase in the purchase price of the real property, which increase shall be the same as the estimated amount of the assessment; or (3) Rescind this Agreement, in which case all Earnest Money shall be refunded to Buyers. F. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied as of the date of this Purchase Agreement. 6. SURVEY. Buyers may have the Property surveyed as determined by Buyers, in Buyers' sole discretion and at Buyers' expense. If the survey shows any discrepancies or conflicts in boundary lines and encroachments which materially decrease the value of the Property based on Buyers' intended use, which Seller is unable or unwilling to cure, then Buyers' sole remedy shall be to terminate this Agreement by notice to Seller, given no later than Closing Date, whereupon the Earnest Money shall be refunded, otherwise the defects shall be deemed to be waived. 188380A 2 7. ACCESS PIUOR TO CLOSING. Upon reasonable notice to Seller, Buyers and Buyers' authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyers' expense, surveys, measurements, soil tests and other tests that Buyers shall deem necessary. Buyers agree to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyers' right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyers shall not perform any invasive testing of the Property without Seller's prior written consent. Seller's consent may be conditioned upon any restrictions that Seller deems necessary. Buyers shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after receipt. S. POSSESSION. Seller shall deliver possession of the Property not later than the actual Date of Closing. 9. TITTLE INSURANCE. To demonstrate that Seller's title is insurable for marketability and subject only to those matters provided under Paragraph 4, within a reasonable period of time following the date of this Agreement, Seller shall furnish Buyers with a Commitment for Title Insurance in the full amount of the Purchase Price certified to date to include proper searches covering bankruptcies, state and federal judgments and liens, and levied and pending special assessments. The Title Commitment shall be obtained from the insurer of Buyers' choice. Buyers shall be allowed twenty (20) business days after receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND ITEM EDIES. Seller shall have twenty (20) business days from receipt of Buyers' written title objections to notify Buyers of Seller's intention to make title marketable within one hundred twenty (120) days from Seller's receipt of such written objections. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title within ten (10) days after written notice to Buyers, the parties shall perform the Agreement according to its terms. If no such notice is given, or if notice is given but title is not corrected within the time provided for, this Agreement shall be null and void, at the option of Buyers, and in such case, neither party shall be liable for damages hereunder to the other. 11. 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. 12. MINNESOTA A ILAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following: ] XX Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 1883800 14. DISCLOSURE OF IINDIMUAL ORT -SITE SEWAGE 7'i EAT ` f\\7 SYSTEM. [Check one ofthe following: ] XX Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Property. Individual on-site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 1S. SELLER'S COVENANTS, R' PRE'SlEX7I'AT IONS AND WARRANTIES. A. Seller, as part of the consideration therefore, represents warrants, and covenants with Buyers and their successors and assigns that: (1) Seller has the present full authority and power to execute this Agreement and to close the sale of the Property. (2) That Seller has not received notice of (a) any actual or pending litigation or proceeding by any organization, person, individual or governmental agency against Seller with respect to the Property or against the Property, (b) any violation of the Property's compliance with applicable fire safety laws, building code ordinances, zoning ordinances or any similar statutes, ordinances, laws, rules or regulations, (c) any condition, defect or inadequacy which, if not corrected, would result in the termination of, or increase in the cost of, insurance coverage, (d) any proceedings which could cause the change, redefinition or other modification of the zoning classifications or of other legal requirements applicable to the Property or any part thereof, or (e) any pending or threatened condemnation proceeding that would affect the Property. (3) There are no (a) outstanding leases or occupancy agreements, or (b) outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for or for which Seller shall make arrangements to pay off except such contracts as shall be agreed upon by Seller and Buyers for improvements to the Property and Seller shall cause to be discharged all mechanic's or materialmen's liens arising from any labor or materials furnished to the Property prior to the Date of Closing. (4) Seller will not, without the prior written consent of Buyers: (a) construct or enter into any agreement or commitment to construct any improvement or alteration to the Property; or (b) enter into or consent to any lease, easement, covenant or other obligation affecting the Property or alteration to the Property except as provided herein. (5) Seller shall deliver to Buyers a written notice of the commencement of any legal action by any governmental authority or third party affecting the Property and will make no concessions or settlements with respect to any such action without Buyers' prior written consent. 1883800 4 (6) Seller is not a foreign person, as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall deliver an affidavit to that effect at closing, which shall be in form and substance reasonably acceptable to Buyers. B. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Buyers' obligations hereunder. C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below.-] X Seller represents that Seller does not know if there are historical, native American, or archeological materials on or in the property that might be protected by law. Seller represents that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. Buyers' obligation to close is contingent upon Buyers determining to Buyers' satisfaction that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. 16. SELLER9S AFFMAVIT. At closing, Seller shall supplement the warranties and representations in this Purchase Agreement by executing and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M, 117-M, or 118-M] Affidavit of Seller."' r 17. C..OSWG. The closing (the "Closing") of the purchase and sale contemplat 'this �A!etber 2-5 Agreement shall occur at a location designated by Buyers, and shall occur on or before 25 � 2016 ("Closing Date"). At closing, Seller and Buyers shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and fedeyal tax forms. A� 18. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyers the following (collectively the "Closing Documents"): 188380v1 (1) Limited Wampty Deed. A Limited Warranty Deed in recordable form and reasonably satisfactory to Buyers, which shall include the following well representations: "Seller certifies that the Seller does not know of any wells on the described Property." The Limited Warranty Deed shall be subject to the requirements of Paragraph 20.A,(1). (2) Seller's Affidzvit A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been JI. made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) Non -Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued there under, in order to establish that Seller is not a "foreign person" as defined in § 1445(f)(3) of such Code and such regulations. (4) Store 'Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Wel➢ Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Certif c ation. A certification that the representations and/or warranties made by Seller is materially the same as were in existence on the date of this Agreement or noting any changes thereto. (7) Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyers shall execute and deliver to -Seller the following: (1) All documents reasonably determined by either party or the title insurance company to be necessary to provide title insurance for the Property; (2) Payment of the Purchase Price. 19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as follows: A. Buyers shall pay: (1) Recording fee for the Limited Warranty Deed; (2) One-half of the closing fee charged by the Title Company; and (3) The premium for owner's title insurance, including survey coverage. B. Seller shall pay: (1) All costs of obtaining a title insurance commitment; (2) State deed tax; 188380v1 6 (3) One-half of the closing fee charged by the Title Company; and (4) Conservation fee attributable to the Limited Warranty Deed 20. AIIDTDIITIONAL TERMS. A. Seller's Contingencies. Seller's obligations under this Agreement are expressly contingent upon the following prior to Closing ("Seller's Contingencies"): (1) Buyers agree to construct a residence on the Property consistent with the City's R-2 zoning requirements and shall obtain a Certificate of Occupancy within two years of the Date of Closing. If such failure shall not be cured within thirty (30) days after written notice to do so, or within a reasonable amount of time thereafter, then the Seller shall have the right to immediately re- enter and take possession of the Property and to terminate (and revest in the Seller) the estate conveyed by the Limited Warranty Deed to the Buyers. The conveyance of the Property to the Buyers shall be made upon, and the Limited Warranty Deed shall contain a condition subsequent to the effect that in the event of any default on the part of the Buyers and failure on the part of the Buyers to remedy, end, or abrogate such default within the period and in the manner stated herein, the Seller, at its option, may declare a termination in favor of the Seller of the title, and all of the rights and interests in and to the Property conveyed to the Buyers, and that such title and all rights and interests of the Buyers, and any assigns or successors in interest to and in the Property, shall revert to the Seller. Seller and Buyers agree that the transaction contemplated herein is contingent upon the performance or resolution of the contingencies contained in this Paragraph. In the event any of the Contingencies have not been satisfied or waived, in the sole and absolute judgment of Seller by Closing ("Contingency Period"), the Seller may terminate this Agreement by giving written notice to the Buyer. The Contingencies are for the sole benefit of the Seller and the Seller shall have the right to waive any or all of the Seller Contingencies by written notice to the Buyer. Termination of this Agreement by Seller as a result of any of the Contingencies not being satisfied shall result in both parties hereto being relieved of any further rights, responsibilities or obligations hereunder. B. Broker's Commission. Seller and Buyers represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction, and agree to indemnify each other and to hold each other harmless against all other claims, damages, costs or expenses of or for any fees or commissions resulting from their separate actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement. 188380v1 7 22. TEIVM rS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement, 23. MULTIPLE ORIGINALS. NAILS. Seller and Buyers have signed two (2) originals of this Purchase Agreement. [Remainder ofpage intentionally left blank] [Signature pages to follow] 188380v1 The City agrees to sell the Property for the price and terms and conditions set forth above. SELLER: CITY OF MO T ICELLO By: Brian Stumpf, Its Mayor And- JeffbqbwoIts City Administrator 188380vi The Buyers agree to buy the Property for the price and terms and conditions set forth above. 111,11Y `401N; SO 7i &J-Qc-rl� - & "Darlene F. Nelson 1883800 10 EqjRj7r A Legal Descriptfom of Property Lot 5, Block 5, River Terrace, Wright County, Minnesota, according to the recorded plat thereof on file and of record. 188380v1 11