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2023-31DocuSign Envelope ID: 9DF62F63-1C29-464C-93E1-C61B9B898614 CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA DATE: April 10, 2023 RESOLUTION NO: 2023-31 MOTION BY: McDonald SECONDED BY: Kimber RESOLUTION APPROVING A SETTLEMENT AGREEMENT FOR CSAH 101 PARCEL 10 WHEREAS, the City of Chanhassen ("City"), having the power of eminent domain as provided in Minnesota Statutes, Chapter 117, filed a petition in eminent domain proceedings and motion for early transfer of title and possession to acquire various interests in land in the City of Chanhassen for the reconstruction, expansion, and improvement of County State Aid Highway 101 from County State Aid Highway 14 (Pioneer Trail to County State Aid Highway 61 (Flying Cloud Drive) (the "Project"); and WHEREAS, the Petition for the Project was filed on November 18, 2019, as a part of Carver County Court File No. 10-CV-19-1132 (the "Action'); and WHEREAS, to facilitate the Project, the Action included acquiring certain real property interests owned by The Helen C. Link Revocable Trust (the "Owner") and as defined as Parcel 10 within the Action (the "Properties"); and WHEREAS, subject to approval by the City Council, representatives of the parties have negotiated a Settlement Agreement, a copy of which is attached hereto as Exhibit A, which resolves all outstanding claims and issues between the parties related to the Property; and WHEREAS, the City Council has fully considered the terms of the Settlement Agreement and has determined that it is in the best interests of the community to approve it as presented. NOW, THEREFORE, BE IT RESOLVED that the above -referenced recitals are incorporated herein into this Resolution. BE IT FURTHER RESOLVED that the Settlement Agreement is hereby approved by the City Council of the City of Chanhassen. BE IT FURTHER RESOLVED that the Mayor and City Manager of the City are hereby authorized and directed to execute all appropriate documents and take all necessary actions to facilitate the settlement contemplated herein, with all such actions to be in accordance with the terms and conditions set forth in this Resolution and the incorporated Settlement Agreement. BE IT FINALLY RESOLVED that the Mayor and City Manager of the City, staff, and consultants are hereby authorized and directed to take any and all additional steps and actions necessary or convenient in order to accomplish the intent of this Resolution. DocuSign Envelope ID: 9DF62F63-1C29-464C-93E1-C61B9B898614 PASSED AND ADOPTED by the Chanhassen City Council this 1 Oth day of April, 2023. ATTEST: DocuSigned by: �7A7RFAR6�67415 Kim Meuwissen, City Clerk YES Ryan McDonald Schubert von Oven Kimber NO DocuSigned by: Esc, I &V' D0665DC57R5943C Elise Ryan, Mayor ABSENT 2 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered into by and between the City of Chanhassen ("City") and The Helen C. Link Revocable Trust ("Owner"), each referred to individually as a "Party" and collectively as the "Parties." 1. Recitals. This Agreement relates to the claims and defenses in the eminent domain action captioned City of Chanhassen vs. PCH Development, LLC, et al., Court file No. 10-CV-19-1132, and the subsequent appeal, captioned The City of Chanhassen vs. The Helen C. Link Revocable Trust, Court File No. 10-CV-21-890, both venued in Carver County District Court, Carver County, Minnesota (hereinafter collectively, the "Condemnation"). The Condemnation involves matters and disputes regarding the City's acquisition of portions of property (the "Acquisition") from Owner's property legally described as Parcel 10 in the Condemnation (the "Property") and associated improvements installed as a result of the City's Highway 101 Improvement Project (the "Project"). A. Owner is the fee owner of real property ("the Property") which is legally described as Parcel 10 in Exhibit A to the Court's Amended Findings of Fact, Conclusions of Law, and Order Approving Petition and Transfer of Title and Possession, filed on January 31, 2020. B. On February 18, 2020, the City paid its then -approved appraised value for the damages caused by the taking, $161,800.00, to Owner's counsel of record (the "Quick -take Payment"). C. On November 5, 2021, the court -appointed commissioners filed their Report of Commissioners Parcel 10 — Helen C. Link Revocable Trust in the amount of $260,000.00 payable to "Helen C. Linnk Revocable Trust," with no damages payable to any other respondent. D. On November 17, 2021, the Owner timely filed and served a Notice of Appeal of Commissioners' Award. The Owner also requested payment of 3/4 of the award pursuant to Minn. Stat. § 117.155. The City subsequently paid the Owner $33,200.00, plus the statutory appraisal reimbursement of $5,000.00. E. The Condemnation Appeal is currently set for jury trial on April 11, 2023. F. The Parties have reached a full and final compromise of the matters in dispute. G. The above Recitals are accurate and are fully incorporated into this Agreement as material terms. Now, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions of settlement of the Condemnation: Page 1 of 5 CHI 35-61 A-864202.v3-3/27/23 2. Consideration. Through this Agreement, the Parties agree to settle all claims in connection with the Condemnation for an additional payment of Two Hundred Fifteen Thousand Dollars and NO/100 ($215,000.00). This payment includes compensation for all claims and actions Owner may have against the City in connection with the Condemnation, the Acquisition and the Project, including without limitation, just compensation, minimum compensation, statutory remedies, any other damages, interest, appraisal fees, attorney fees, costs, and disbursements, known or unknown, to which the Owner may otherwise be entitled. 3. Agreement Suhaect to Final Council Approval. This Agreement is contingent on final approval of the City Council. The City Public Works Director and City Engineer, Charles Howley, and the City's legal counsel in this matter, Joshua P. Weir, shall submit this Agreement to the City Council for consideration. Mr. Howley and Mr. Weir will recommend that the City Council approve the terms and conditions of this Agreement with the understanding that the City Council will take action at its council meeting of April 10, 2023, to confirm either acceptance or rejection of this Agreement. If the meeting does not occur on April 10, 2023, for any reason, the Parties agree that the City Council will take action as soon thereafter as scheduling allows. If accepted, this Agreement shall thereafter be fully enforceable. If rejected, this Agreement, including without limitation, the releases herein, shall be null and void and the Parties shall proceed with their claims, defenses, and remedies as outlined in Paragraph 5 of this Agreement. 4. Payment of the Settlement Amount. Within 14 days following approval by the City Council, the City shall pay the Settlement Amount by check payable to "Helen C. Link Revocable Trust" and delivered by U.S. Mail to: Patrick J. Neaton, Neaton & Puklich, PLLP, 7975 Stone Creek Drive, Suite 120, Chanhassen, MN 55317. 5. Rights in the Event of Council Resection of Agreement. In the event that the City Council rejects the recommendations to approve this Agreement on April 10, 2023, as provided in Paragraph 3, then Owner and the City shall proceed with their claims and defenses in the Condemnation. In the event of such a rejection, the Parties agree to file a stipulation to amend the scheduling order and a proposed amended scheduling order ("Stipulation") with the Court within 14 days of the rejection. The Stipulation will ask the Court to move all dates listed in the current scheduling order, including the trial date, no less than two months into the future for each respective date. 6. Trial Scheduling and Dismissal of the Appeal. Following the execution of this Agreement, and pending City Council approval, the Parties agree to jointly notify the Court of this proposed settlement, and to jointly request that the trial date be stricken and the case placed on "Inactive" status. If the City Council approves this Agreement, the Parties shall execute and file a stipulation and order of dismissal with prejudice. The City shall thereafter file a final certificate with respect to the Property. Each Party shall bear its own attorney's fees in connection with these actions. If the City Council rejects this Agreement, the Parties shall proceed as outlined under Paragraph 5 of this Agreement. 7. Release of All Claims. Upon execution of this Agreement and the City Council's approval of the same, the Owner and the City, on behalf of themselves, and on behalf of each and all of their Page 2 of 5 CHI 3 5-61 A-864202.v 3-3/27/23 respective past and present representatives, engineers, council members, City administrators, attorneys, officers, members, agents, employees, insurers, heirs, and assigns, shall and do hereby fully and finally release each other, and each and all of their respective past and present representatives, engineers, council members, City administrators, attorneys, officers, members, agents, employees, insurers, heirs, and assigns, from all claims, demands, or causes of action, whether sounding in the constitution, statute, contract, tort, or warranty, whether statutory or based on claims of alleged wrongful taking or claim to process violations, that the Parties may have, or may claim to have, against each other arising out of or related to the Condemnation or the Acquisition. This mutual release is intended to be full and final between the Parties with respect to any matter or thing relating to the Condemnation, the Acquisition, or the Project as to all claims, whether now known, or as may arise in the future. Owner hereby agrees to indemnify and hold harmless the City of Chanhassen from any liability whatsoever to any person, firm or corporation beyond the consideration already paid as a part of this Agreement, including, without limitation, liability for claims of negligence, constitutional claims, breach of contract, fraud, misrepresentation, strict liability and/or breach of express or implied warranty and/or actions for enforcement of any liens including, without limitation, any subrogation claim and/or lien enforcement claim arising from payment of any insurance benefits, Medicare payments, medical assistance claim, or otherwise, which may now exist or thereafter arise. It is agreed all liens or any statutory obligations will be satisfied by the proceeds of the settlement. 8. Non -Admission of Liability. Nothing in this Agreement shall constitute an admission of fault or responsibility by either the City or the Owner. This settlement is made in compromise of disputed matters. 9. Sianatory AuthorityNoluntary Execution. Each of the signatories to this Agreement acknowledge that they are signing the same of their own free act, without being under any coercion, promise, or commitment, except as those expressly contained herein. The persons signing this Agreement in their representative capacities represent and warrant by signing this Agreement that it is their intent to bind their respective principals to the terms and conditions set forth herein, that the persons signing in their representative capacity have been authorized to bind their respective principals to such terms, and that it is the respective principals' intent to be so bound. 10. Sindine Effect. Owner agrees that this Agreement binds Owner individually and also binds any heirs, executors, administrators, assigns, agents, partners and successors in interest. Owner represents that no right, claim, appeal or cause of action covered by this Agreement has been assigned or given to someone else, nor are any attorney fees owed to any counsel for which the City is liable. 11. Invalidity_and _Severance. The invalidity or partial invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder shall remain in full force and effect. Moreover, if one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with then -applicable law. To the extent that any particular claim is ultimately determined to be not Page 3 of 5 CH 13 5-61 A-864202.v3-3/27/23 waivable, Owner agrees that the consideration paid as part of this Agreement upholds the validity of the waiver of all remaining claims. 12. Minnesota Venue. This Agreement shall be governed by Minnesota law. The courts of the State of Minnesota, either federal or state, shall have jurisdiction over, and be the proper venue for, any disputes arising out of this Agreement. 13. Execution in Counterpart. This Agreement may be executed in counterparts. [Remainder of page intentionally left blank] Page 4 of 5 CHI 3 5-61 A-864202.v3-3 /2 7/23 HELEN C. LINK REVOCABLE TRUST DATED: 2023. Juli7e Welch, Trustee On Behalf of the Helen C. Link Revocable Trust DATED: 2023. Patric yan, amey DATED: 2023. DATED- March 29 2023. CITY OF CHANHASSEN Elise Ryan, Mayor Laurie Hokkanen, City Manager Joshua P. Weir, Attorney Page 5 of 5 CH 135-61A-864202.v3-3/27/23