The URL can be used to link to this page

EDA 1995 09 28FILE COPY AGENDA HOUSING & REDEVELOPMENT AUTHORITY THURSDAY, SEPTEMBER 28, 1995, 7:00 P.M. CHANHASSEN CITY HALL, 690 COULTER DRIVE CALL TO ORDER 1. Approval of August 24, 1995 Minutes. VISITOR PRESENTATIONS Anyone wishing to address the HRA may do so at this time. NEW BUSINESS 3~ Request by Russell Pauly to Extend his Lease with the HRA. Request by Ryan Construction to Modify the Redevelopment Agreement regarding the Tac~Bell development. OLD BUSINESS e Consider Approval of the Purchase Agreement with Apple American Limited Partnership of MN (Applebee's). 5. Consider Approval of the Purchase Agreement with Tires Plus. PRESENTATIONS 6. Approval of Bills. ADJOURNMENT CHANHASSEN HOUSING AND REDEVELOPMENT AUTHORITY REGULAR MEETING AUGUST 24, 1995 Chairman Boyle called the meeting to order at 7:00 p.m. MEMBERS PRESENT: Gary Boyle, Don Chmiel, Mike Mason, Charlie Robbins and Jim Bohn STAFF PRES~; Todd Gerhardt, Asst. Executive Director APPROVAL OF MINUTES; Chmiel moved, Mason seconded to approve the Minutes of the Housing and Redevelopment Authority mooting dated July 20, 1995 as presented. All voted in favor, except Robbins who abstained, and the motion carried. VISITOR PRF_~ENTATIONS: Boyle: Do we have anyone here that would like to address HRA at this time? Steve Berquist: I would. Since I am on the agenda last, that refers to the City Council's request for all HRA members to resign. My comments are not necessarily relative to that. Particular item, by the way my name is Steve Berquist. I'm on the City Council. I live at 7207 Frontier Trail. But I do want to speak to my original intentions regarding the reappointment of an existing HRA member. My ideal for the make-up of city commissions is to have as wide a variety of personalities and ideas present on all boards as possible. This allows for the greatest numbers of citizens to become involved in the planning and leadership process. It affords opportunities for multitudes of interests and talents. I appreciate the stand of the non-Council HRA members. Again, my original intent was simply to make the appointment process available to other interested candidates. I call again for an open application of the appointment process and Council interview sessions with the intent being to recommend the most qualified, the most interested individual to the vacant position. Pve personally spoken to five community members who have indicated an interest to serve on a board of this type, either now or in the future. This conflicts positively with the previously made statement that no one had applied for a previously advertised HRA vacancy. Properly worded and advertised, we will get applicants. It is my belief that the HRA, as well as other boards and commissions within the city should serve as a venue to provide community service opportunities for a variety of citizens as well as provide a learning and experience and a spawning ground for future officials, either elected or appointed. The HRA's reluctance to permit the position to be advertised and interviews to be held, stifles that part of the process. The auditor's report at the City Council's Monday work session brings many considerations to tho floor. One of my biggest concerns is innovative, forward thinking leadership. Given tho 10 year financial forecasts on a state and federal level, each and every community needs to examine how they do things. How to improve and how to implement change in order to Housing and Redevelopment Authority - August 24, 1995 continue to run successful, vital and growing communities. It is my opinion that arbitrarily renaming an HRA commission member or any other board or commission member is not in the best interest of the city of Chanhassen. Andrew Carnegie was once asked the reasons for his success. He replied that he hired people smarter than himself. We need to search out the best people our town has to offer and allow them opportunities to serve. I have said before and I say again that I would not be making these, that I would be making these regardless of who's appointment is up. I honestly think that one Councilmember is an adequate liaison. Our greater need is to bring as many bright and talented people into the public process as is possible, and I hope you agree with me. Thank you. Boyle: Thank you Steve. Why don't we start with you Charlie, if you have any comments regarding that. I have one I guess maybe before we start. Steve you said something about HRA's reluctance to advertise. It really isn't HRA's reluctance. We really have no say in that, quite honestly, as this commission or were we approached at any time and asked to do so. This is strictly a function, as I understand it, of the Mayor and the Council. And if I'm incorrect, somebody please correct me. Steve Berquist: If the question were put to you, would you be in favor of advertising? Boyle: Individually, personally I. would have no problem with advertising that position. That I can only speak for myself. Each commissioner would have to do the same. Any comments? Charlie, would you like to make any comments? Robbins: Well just back to what Councilman Steve has mentioned and what you Chairman Boyle. Regarding the need to advertise. I guess first, I would not see a problem doing that. I think, I agree with what Steve is saying is that yeah, let's get some people that, advertise the slot if it's open. If there are people that want to apply and serve the community, because we are volunteers. We've got good help to do it, do it I guess. Boyle: Jim, do you have any comments you'd like to make? Bohn: When I first got here the HRA did interview every applicant before the appointment and after review from the HRA, it went to the Mayor and the Mayor then made the decision. Boyle: If I'm not mistaken, and again correct me if I'm wrong but I believe the Mayor has the sole authority to approve or disapprove even the advertising. As I recall from. Steve Berquist: I can speak to that a little bit and I could be erroneous and I don't have the document in front of me but I believe the Council recommends and the Mayor appoints. Homing and Redevelopment Authority - August 24, 1995 Chmiel: Council has, that's correct. The Mayor has the full authority as to appointing who is reappointed to the HRA by Statute. Steve Berquist: Well, I don't intend. Boyle: That's correct. Steve Berquist: I'm sorry, what was that Todd? Gerhardt: With the Council confirming.the appointment. Steve Berquist: Okay. Boyle: Mike, did you want to make any comments? Mason: Well you made the comment about you .know, it's never come to HRA whether it should be advertised or not so I'm glad you made that comment. Steve you know, with State Statute saying what it says, I'll defer to that. In terms of positions being advertised, I don't have any trouble. I do have a little trouble with, I thini~ we need to be careful, and I don't care whether it's in the private sector or the public sector or on a commission or a committee, to just appoint new people for the sake of appointing now people. If a position has opened up and there are five candidates there, and we choose the best candidate, that's fine. But I don't want to be in a position of throwing out the baby with the bath water either. Steve Berquist: I said originally, and during one of our Council meetings, and I don't moan to carry this out at this time but I had said originally at one of the Council meetings that if in fact the process were permitted to go forth and the Council felt that the existing HRA members were the best and the brightest, I have no problem with that. I don't want change for change sake. That's not the intent. Boyle: Steve, I really don't know, because of the StatUte and because of liRA's, their authority does not carry the authority to comply with some of your requests at this time. I'm really not quite sure. Steve Berquist: Well, I simply wanted to make a visitor presentation to bring my position to the floor because there's been a lot of malarkey thafs been banding about in the last 2 weeks that state, that pretty much iterates that the Council's position was not well thought out. Erroneously based. And it's not the situation that has just recently come up. So this opportunity...myself for me to stand up and actually tell you five individuals what my plan, my intent originally was. Having been afforded that, I'll just shut up for this evening. Housing and Redevelopment Authority - August 24, 1995 Boyle: Thank you for the input though. We do appreciate it Steve. Does anybody else have any questions of Steve? Robbins: One for the Mayor, in this case also being a member. In terms of the ultimate appointment, if by chance that the Council, exclusive of yourself, said we would not recommend this person, would that come to a vote of majority or do you still have the ultimate right to appoint? Even without the Council's say. Chmiel: Yes. Statute so dictates that the Mayor has the full authority for that appointment. Boyle: Okay. Is there anyone else present that would like to address the HRA tonight? If not, we'll move right on to new business. CONSIDER APPROVAL OF THE PURCHASE AGREEMENT WITH APPLE AMERICAN LIMITED PARTNERSHIP OF MN (APPLEBEE~). Todd Gerhardt presented the staff report on this item and asked if there were any questions. Boyle: Just have a couple to start with Todd. Thank you for the briefing. Has this, this looks like a typical purchase agreement. Has it been reviewed by the City Attorney? Gerhardt: The City Attorney has read it. Boyle: Okay. Has City Council had any involvement to date, since the agreement with Applebee's, has there been any briefing to City Council or has there been any involvement on their part? Gerhardt: No there has not. Boyle: Okay, Charlie. I guess we'll start with you then. Any questions. Robbins: Can I just go through the whole document? Okay. Item number 3. Buyer was concerned that staff was forcing them to buy more green area. I think that when the builders come in, they are aware of what our requirements are regarding green area and doing that so why would they be coneerned...exactly what it is. To receive a credit, I don't see that happening at all. First of all. Okay, that's the first one. Item number, if you go to the indenture. 2.13. It says that the commission, paid and so forth, that's really not a problem of us. I don't really see why the commission, in terms of the dollars, why we care about that. Gerhardt: 2.137 Housing and Redevelopment Authority - August 24, 1995 Robbins: I think so. It says the purchase price of 8.5 and so on. Unless I've got the wrong paragraph here. Chmiel: Charlie, what page are you on? Mason: 2.1.3. Chmiel: Yeah, that's what I have here. Thafs on the square footage ancC.. Robbins: Okay, my fault. Next one would.be on 4.5.5. It says a $10,000.00 to buyer for the soil correction costs. Typically buyer takes up those charges. Not the seller. So to give them money back, why do that? Also on 4.7. It says seller and buyer share closing fees. Typically the buyer pays for the closing company charges. If you look at item number 9.1. It says seller and buyer enter into a contract with private, for assistance in utilities. Not to exceed $25,000.00. Why would we want to assist the buyer with utilities? Gerhardt: Robbins: Well we don't want to put the utilities in for them. Well it says on 9.1. It says seller and buyer shall enter into a contract. Gerhardt: That's the one I highlighted under item number 8. Robbins: So the buyer should be totally responsible. Why would the seller? We are the seller. Gerhardt: We are the seller. They are the buyer. And what staff is recommending in the purchase agreement that you enter into a private redevelopment agreement with Applebee's giving them a half year's worth of increment to assist in writing down their costs. Robbins: That's what I'm saying. Is that...should be pulled out to not give them any assistance. Gerhardt: That's the decision of tho HRA if you want to pull it out. Staff put it in there because they requested assistance in writing down this $100,000.00 fees. They felt that it was excessive and we do not control the Metropolitan Council fees which I included all the foes in your report on attachment #2. And Met Council fees are $21,250.00. The building permit, sewer and water hook-ups, sewer surcharge, and park and trail fees total $72,000.00. And with that we are, staff put in saying we'll give you a $25,000.00 credit. Housing and Redevelopment Authority - August 24, 1995 Robbins: Okay, and then the next one is on paragraph 9.1.2. Seller and buyer and it goes on to describe the commission to... Again, I don't think that's appropriate to be in a purchase agreement. Let the buyer of the land take care of their own commissions themselves. Gerhardt: It's not a liability under the HRA. Robbins: Well then if it's not a liability, then we can pull the paragraph then. Gerhardt: It's up to the HRA if they would like to do that. They can do that. Do you want me to answer some of the other ones? Boyle: Are you finished Charlie with your, did you have some others? Robbins: Yeah. Boyle: Yes Todd, maybe we address them now. correct? We have Applebee's people present, is that Gerhardt: No. They are not present. Boyle: Okay. Then maybe it'd be best that you try to answer Charlie's questions and we'll go from there. That might save some time because I'm sure that will, some of his will clear some of our's, I'm sum Gerhardt: As for the seller and buyer sharing equal share of the closing fees charged by the title company. That's been in all purchase agreements. Robbins: No, it's not in all purchase agreements Todd. Gerhardt: In the ones that we've entered into and some that our attomey drafted. I do not... so I would think that it's been in most of those that we've had for the }IRA. As to item, was it 2.1.37 Boyle: I believe that was the original one he thought was 2.1.3 and then went right on to 4.5.5. Am I not correct Charlie? Robbins: Yes. I think what I was eluding to was number 3 on your memo versus the purchase price so maybe that was. Housing and Redevelopment Authority - August 24, 1995 Gerhardt: That's to the soil corrections. Again, that's up to the HRA. If you do not want to provide the $10,000.00 in anticipated soil corrections, you can take that out of there. We felt comfortable that the soils are adequate out there. We agreed to put up to $10,000.00 if they conclude to us, before 10 days before closing. Boyle: Is this typical also? Gerhardt: I wouldn't say it's typical. It's not in all our agreements but from the soil reports that we have, it shows that the soils are adequate in that area. The soils that are under question would be those soils to the east of their site and on this one, and we put it in just for saying we're not here to say you know the soils are crappy. Go ahead and do whatever you want to do. In Chanhassen you know it's, I can't sit here and say it's good soils because you know Target did I don't know how many borings around their site and they found a half million dollars worth of soil correction right in the middle. And Boston Market had $71,000.00 worth of soil corrections. The liRA is contributing to the soil corrections on the Boston Market and Perkins has $12,000.00 and I don't know what Taco Bell has. But a grand total you're providing roughly $120,000.00 worth of soil corrections on that site. So staff felt that based on the soil reports we had, that only $10,000.00 we felt pretty comfortable... Boyle: So it is fairly typical that the HRA does put a certain amount, or agree to a certain amount if soil corrections are necessary? Gerhardt: Yes. Bohn: Were you aware of that. Boyle: Let's stay on this issue for a while. Bohn: Were you aware of a soil corrections on Boston Market or Target? Paying for it?. Boyle: I don't recall that, quite honestly. Bohn: I don't either. Gerhardt: The private redevelopment agreement that you entered into with all three of those tenants provided $120,000.00 and that $120,000.00 was a 2 year program. And it calls out for soil corrections. That those dollars must be used for soil correction. And they have submitted engineering reports showing that there is approximately $120,000.00 worth of soil corrections... · Housing and Redevelopment Authority - August 24, 1995 Boyle: So even though we feel that there might not be a need for that, there is still a pretty good, I mean there is a possibility. Gerhardt: Right. Boyle: Don, do you have any comments regarding this issue? I think we'll stay with this one. Chmiel: Well yeah. The soil borings, I think in this one we were a little, we took a little more precaution of making sure that we did a little better cross hatch of those, is that correct? Gerhardt: Well I mean, you know after seeing the Target scenario, the only way that you're going to definitely know if that has adequate soils on that site is if you do...say I can't sit here and say that you're not going to pay $10,000.00... Boyle: Mike. Mason: Not at this time Gary, thanks. · Boyle: Todd, in your opinion. If this was not on the purchase agreement, would it jeopardize the agreement? Or delay the agreement, in your opinion? Gerhardt: I don't think so. There was one that, you know if there are bad soils on there, $10,000.00 is not going to cover it. You know Boston Market $71,000.00 to correct those soils. We put $10,000.00 saying you know if there is something bad out there, we don't want to sit here and say we sold you a bad...$10,000.00 credit not knowing exactly, and not willing to spend $2,000.00 to go out and do a boring to verify... Now if you would prefer to spend $2,000.00 and going out and doing the soil boring... Bohn: Why do we have to do either? Gerhardt: You don't have to. I'm just giving options. Boyle: Did somebody .... Mason: Yeah. Who typically, I'm trying to think of when we had our house built and if we wanted to do soil borings, that was fine but we had to foot the bill for it. And then any corrections and I understand past practice and I think to some extent we certainly need to take that into account. What responsibility does Applebee's have to find out whether the site is buildable or not? Well obviously it's buildable but, correctable or what not. Housing and Redevelopment Authority - August 24, 1995 Gerhardt: They would have to hire a certified soil en~neer to come out and do the borings and then...soils are adequate to support the kind of building they're proposing to build on it. And what we're saying is that we will give them $10,000.00... CiCero was a tape change at this point in the discussion.) A motion was made and seconded to keep parag~ 4~ up to $10,000.00 to the buyer for anticipo__~d soil correction costs provided they provide the documentation within 10 days of closing. All voted in favor, except Mason and Chmlel who opposed, and the motion carded with a vote of 3 to 2. Boyle: I think we either say we go or no go, quite honestly. All in favor? All voted in favor, except Mason who opposed. Boyle: ...opposed Don? Chmiel: I'm still weighing this'in ~ny own mind. I _thini~ if you have a piece' of property and.. you feel confident in it, I will vote against that motion. - Boyle: Then for the record the motion carries that we will keep paragraph 4.5.5 up to $10,000.00 to the buyer for anticipated soil correction costs provided they provide the documentation within l0 days of closing. Okay, next item. Robbins: On item 4.7, I would strike the word seller and buyer shall absorb the closing fee charged by the title company. Chmiel: I would agree with that. Bohn: Is that a motion? Robbins: That's a motion. Boyle: Seconded? Would you officially second it Don? Chmiel: Yes. I'll second that. Boyle: Todd, do you have any comment before? Housing and Redevelopment Authority - August 24, 1995 Gerhardt: Mark, if I may go to your experience on this. Typically is it the buyer that pays all those closing costs? Mark Senn: While you're dealing with 4.7, as I read this, is the title company fees. The closing fees which generally, I don't know, a few hundred dollars. Generally speaking that closing fee, okay. I mean I want to be careful here because I'm not talking about closing costs. I'm talking about that closing fee is typically paid by the seller. Gerhardt: By the seller. So we are splitting it. Mason: So we're coming out ahead on this one? Mark Senn: But the agreement doesn't address the rest of the closing costs which are all a lot more substantial than the little fees that the title company charges. Either question should be dealt with at the time. Boyle: Isn't it true the seller should prove that there's clear title to the property? I mean isn't that the seller's obligation? Gerhardt: We will. Boyle: Ohl But that's how I read 4.7. Seller and buyer, except we say we're going to split the cost of doing it which I agree with Mark. I mean the title company fee. and Charlie you work on this stuff too all the time. I'm sure that's why you brought this up, but the title company fee is minimal and usually is paid by the seller, as I understand it. Do you think differently? Robbins: It depends on what aspect you're talking about. Because there's, you've got closing costs and you've got closing fees and you've got some things represented so the word closing fee is a very, it's a very loose word there. I'd be very careful about that. Boyle: Well it says the closing fee charged by the title company. Mark Senn: I think you're bringing it back, and I'm sorry to the point of the confusion. Keep it separate. Closing fee is nothing more than the fee you pay to the title company to administratively close the transaction. In your definition you started working in the definition of title insurance of the title. Providing good title. Okay. Normally yes, the seller is required to provide a good title. As a matter of open negotiations who provides the ongoing title insurance. 10 Housing and Redevelopment Authority - August 24, 1995 Boyle: Okay. Mark Senn: Okay? And that's another one of the "closing costs". But again now were talked about two of roughly maybe ten closing costs. Chmiel: How about if I make just a suggestion? Gerhardt: Item 4.5 lists all the other settlements. Seller shall pay at closing State Deed Tax. All the costs associated with the foe and rifle insurance commitment, including name searches, tax searches, bankruptcy searches, property inspection fees, and pay recording fees for corrective instruments required to remove encumbrances and place marketable title in the buyer's name. The survey and then the buyer shall at closing, all recording fees, charges related to the filing of the deed and title insurance premium. The buyer. I think that's fairly... Robbins: However since we're the seller, one would think you would draft' documents in favor of the seller. So I'm just trying to make it in favor of ourselves. So since Pm the seller ' here, I guess I would like to see. things sldnte, d to me' so why world I want to divide the cost?" I'm just trying to say hey, if the buyer wants it, let tho buyer take care of it. Boyle: Okay we have a motion and a second to strike seller... Chmiel: I would, if I could just add something. It is a duplication of what we have on 4.6.2 as opposed to 4.7. But if it would make Charlie fool any better, it maybe should road tho buyer shall pay for the closing fee chhrged by the title company. Robbins: Fair enough. Gerhardt: Mr. Chairman? Boyle: Yes. Gerhardt: I don't think it's a duplication. It's two separate things. I think that's what Mark is saying also. The fees are separate. There is a fee called a closing fee and it's approximately $200.00-$300.00. And ifs a separate item. Separate from title insurance premiums. Separate from abstracts and tax service. It is a separate item. Chmiel: Okay. So as I read it, the buyer shall pay for the closing fee charged by the rifle company. 11 Housing and Redevelopment Authority - August 24, 1995 Mason: Which is typically paid for by the seller. Boyle: Not necessarily. Chmiel: No. Mark Senn: The...almost always is paid by the seller. I mean rarely...And again, this is just a small...The theory is the seller is paying to close the transaction to sell the property. That's why the benefitting party back to the seller... Boyle: So do we stay with this motion then? If it's normally the seller, it sounds like we're coming up pretty good by splitting it. But if we take it out altogether, then we probably spent more time than it's worth right now over a $300.00 decision so I would like to move it forward one way or the other. Mason: Call the question. I'll call the question. Boyle: Thank you. Would you like to, who'made the motion? Charlie, v~ould you like to amend the motion? Robbins: No I would not. Boyle: Okay. And you still second it? Chmiel: I would like to withdraw my second Charlie. Because I think there is a good point to that. As it was indicated. Boyle: Do we have a second to the motion? To Charlie's motion. And protocol says that if we don't have a second. Chmiel: It dies as is. Boyle: So we will move to the next one I guess Charlie. Robbins: Okay, on item 9.1. Boyle: Charlie, before you get started, can I just make one comment. Todd, in the future it might be good to have an attorney present representing to help answer some of these questions a little more rapidly when we get into such agreements. Purchase agreements. When we're reviewing them. Excuse me Charlie for interrupting. 9.1. 12 Housing and Redevelopment Authority - August 24, 1995 Robbins: On 9.1. Seller/buyer etc. For assistance with utilities. I would strike the word seller. Chairman, while I'm representing myself as a seller. So why do I want to enhance the buyer if I can get a good deal as being the seller? Which I'm saving the money for the city here. I mean why spend money? Boyle: Well Charlie if the, as I understand it and correct me if I'm wrong Todd but if the, as I understand it and correct me if I'm wrong Todd but if the buyer was requesting say a half year of tax increment, okay. And correct me if Pm wrong but this is actually in lieu of that offer, is it not Todd? Gerhardt: Yes. Boyle: Would you have objection to that part? Robbins: I think we would have to look at it and see exactly the way it's structured. Right now that does not say anything about that under 9.1. Boyle: No, but I think Todd had addressed the fact that it was kind of in lieu of. Gerhardt: If the HRA is thinking about dropping that out completely, then I would just say, instead of taking seller out or buyer out, just eliminate 9.1 because he can't enter into this... Bohn: Was that a motion? Robbins: Yes it is a motion. Bohn: I'll second it. Boyle: Discussion. Mason: Todd, could you run over the rationale again for this assistance. Gerhardt: Well this is one where you fall into actually being a city and negotiating a land sale with somebody that's developing. They come in and see what...and we always feel like if we can somewhat help them out of that situation. They have built in the metro area and they understand what these fees are and are looking for assistance in writing down those costs. Typically with a restaurant you have a lot of SAC charges that go along with it because they wash a lot of dishes. And the Met Council looks at that as that's a lot of water you have to treat. So with that they are asking for relief to help offset those up front building permit fees because they feel as if they're paying more than most people...sewer and water 13 · Housing and Redevelopment Authority - August 24, 1995 systems. And our argument back is always that, well you're using a bigger percentage of the treatment for your waste water. You're a big waste water contributor to our system. So the Council is just in asking for these fees. However in the HRA...you can provide relief in entering into a private redevelopment agreement. And that's all they're asking for is relief of those permit fees. And they're not taking the dollars off the top of the $8.50. They're taking it out of the increment that they would generate. They're not asking for the money up front. They're asking them to come in and they make their first tax payment of approximately $50,000.00, they would like to receive half of that back as assistance to write down those fees. Mark Senn: Mr. Chairman, could I beg your indulgence? Boyle: Yes Mark. Mark Senn: Maybe because I'm foolish enough to be here, I'm being foolish enough to speak. I don't know. Boyle: We appreciate your input. Mark Senn: I think you're getting needlessly lost in detail and it's not your fault, okay. I think we all agree we'd love to have Applebee's here in town, or another family style restaurant. The problem here is before you, you do not have a report that economically gives you the picture of this project. Nowhere in front of you do you have that. You have something that starts to get towards it in your last page but then under incentives, I mean it sits there and tries to tell you that the total incentives of $24,000.00 going into this property. There's a chance there may be another $10,000.00. There's a chance...green space. Let's make some assumptions and let's stick them in. There's another big one in here. What's the amount we're paying for assessments? I mean that's the biggest number of all we're talking about here. We're nickeling and diming the discussion here. The big dollars, What's the true subsidy going in in terms of paying assessments. Okay. If you put together an economic picture of this project, I think you're going to arrive very quickly at an interesting conclusion. And I'm not sure it's one at least, you know I'm going to say from the city's perspective I don't think they want to be responsible for it and I don't think the HRA does either. But what ...is happening here is we're artificially inflating land values in the city of Chanhassen. There's no property in this town that's worth $8.50 a square foot. There's no property in this town that's even sold for even remotely close to $8.50 a square foot and I think it's a little bit of a farce that we're trying to push a deal through at $8.50 and then we're trying to back everything out of it. That doesn't make sense. I mean the real sale price ought to reflect all these things. If they're supposed to be backed out, well let's back them out up front and let's get the sale price where it realistically should be, because I'll tell you what. As soon as you 14 Housing and Redevelopment Authority - August 24, 1995 do this deal, there's going to be a whole bunch of other people running around this town saying oh, land sells for $8.50 in Chatthassen now and boy, do they take adyantage of' it. They can say, well the city sells their land for that You know from a project market standpoint, I think that's a bad move. And again, you don~t have enough information in front of you to really make that kind of evaluation so you're stuck here sitting arguing over, excuse me, closing fees and utilities. And this utilities issue is a significant enough one, with a dollar amount attached, but to me it doesnt give you half, I mean it doesn't even give you that much of a utility picture because what's the overall subsidy going in in terms of the investments and the true write down on the property. Now if you take that out of the land price too, that will give you the true land value. Okay. But that's one of the problems with all of the reports that come before you guys. I can go back and pull a bunch of them out. I mean you get these partial statements and you know partial synopsis of what's there. And to sit here with a report that says total subsidy going into this project is $24,000.00, I mean it's just phenomenal. Boyle: Thank you Mark. Appreciate your comments. Todd, would you like to comment back towards that in any way? Gerhardt: Well, I don't know where I should start. I mean the $8.50 is, the reason we had it at $8.50 and we're backing the $25,000.00 out is that, if you can use increment to help offset some of their needs or assistance, it's different. It's called non-tax increment dollars. We take the true $8.50 that we get for this property and stick it into a historical tn~. Thus we earn interest off that money which assists in writing down the cost of maintaining the downtown areas. And providing subsidies in the housing or whatever other projects that the HRA maY want to see you do. So we're not trying to inflate land prices in the downtown area~ We're not trying to take the price off the top of this agreement. We're just trying to maximize the amount of dollars off of this site and make sure that we put it into historical tru~ And most appraisers, and I met with one again today...how much tax increment goes into a project. Orlin Sharer understands that we give assistance and he tacks it down. Right now the true market value of property in downtown Chanhassen, on the assessment books is around $6.50 to $7.00 depending on location. And on this one, you've got 50 cents a square foot tacked on to the $8.00 to help purchase the land on the south side of West 79th Street. Mark does bring up a good point regarding the assessments and I did not include that in there but you should know that. That is a good point. That you should know the prorated amount of assessments that are going onto this. And I hope that you maY continue...provide that information back to you. I meant to put it in but I did not get it in there. It's one lump sum and I got to back it all out against all the other properties so it is a good point. Boyle: I'd make note of that too. Okay, right now we have a motion on the floor and a second I believe. There was a motion made. What was it, 9.9? 9.17 15 Housing and Redevelopment Authority - August 24, 1995 Mason: Can we still have discussion7 Boyle: Yes, by all means. Mason: Well, I kind of wonder with this, that this should be tabled and get some of these other questions answered. What are we, they're not looking until January 1, fight? Gerhardt: Yes. Mason: So I'm kind of assuming we're not in a real big hurry here. Gerhardt: Nope. Mason: I guess I know there's a motion on the floor and I'm not quite sure of the protocol here. Okay. If Charlie wants to withdraw his motion. Robbins: Chairman Boyle, I would withdraw the motion, assuming I can make another motion. Boyle: Okay Charlie. Now you, yes. Go ahead. You can withdraw and make another motion. Robbins: As Todd has mentioned and as other people have mentioned, it sounds like the information we have is not totally complete so I would motion that we table the whole item of the purchase agreement with Apple until we have better information on financials, etc. Mason: I will second that. Boyle: Discussion. Robbins moved, Mason seconded to table action on the Purchase Agreement with Apple American Limited Partneaship of MN (Applebee's) for additional information. All voted in favor and the motion carried. Boyle: Todd, that would include the subsidies for the true assessments, etc. Or the subsidy. You had made comment on that. Gerhardt: As I understand it, you want staff for to bring it back until the assessments... Is there anything else you want to see besides the assessments? 16 Housing and Redevelopment Authority - August 24, 1995 Boyle: What about this item 9.1 ? Do you expect staff to make, I mean that was open for discussion and it was moved on and seconded and never voted. It went away. Mason: It was withdrawn. Boyle: Withdrawn? But I mean I don't want to spend another 30 minutes on this same _thing at the next meeting. Robbins: Personally looking at that and Pve seen over 1,000 of these in my banking career of 20 years. It appears in favor of the buyer, not the seller so if our attorney for the city is writing these, let's have him write in favor of the seller and not the buyer. Mark Senn: There is, as far as 9.1 goes I think, and Don might correct me if I'm wrong but never when the issue came up over St. John's Church as it related to knocking off or crediting or something in relationship to the utility charges and staff came in and said, there's just no way we can do that. It's going to create a precedence. It's going to kill us' all. It'd be the worst thing that ever happened to us so we went to the...that maybe someday will work or not pay but was a deferral and now here we a~e:..to prey{de that credit back, which is directly contradictory to what we were asked to do before and told why we couldn't do it. So I think the real issue you need to look at again here is, you know are we asking too high a sale price and then tying back $25,000.00 and creating a precedence that we shouldn't be creating in the first place. Chmiel: Yeah but Mark, some time ago I remember another piece that had come before us as a group and at that time you were saying we were selling it too low for that piece of property. We should get more dollars than what we did get. And now we're a little high. What did Richfield Bank and Trust sell their property for? Somewhere along the line I heard $13.00. Gerhardt: Above $8.50. Chmiel: Above $8.50, yeah. Mark Senn: But Don, purchase agreements typically are not written this way. Purchase agreements typically don't set a sale price and then start crediting a bunch of stuff back against it. Chmiel: Well no, I agree. Mark Senn: Make an agreement on what they're paying for the property. 17 Housing and Redevelopment Authority - August 24, 1995 Chmiel: Some of those things we're looking at, right. Boyle: Todd, many of the things you've heard tonight, I guess obviously if they're addressed before hand, or if you need a special meeting or anything, we can accommodate that too. And maybe the background on other, the purchase price somehow. Justifying the purchase price. Because it seems to be in question. Whether this purchase price should be $8.50 or $8.00 or $7.50 and not have the $25,000.00 in there is probably, that issue will come up again so somehow we have to, and maybe we can talk about it afterwards too so. Gerhardt: The $8.00 a square foot came from settlements that we made with Charlie James and City Council approved that. I-IRA approved that...and I mean, you can't get more of a true market value than what we sell it to Charlie James. Boyle: That's why I didn't think the $8.50 was really so far out of line, quite honestly. My own personal opinion. But I think the way it was proposed was that, and that $8.50 also included part of the commission that was being tacked on plus now this $25,000.00 that actually... Well, it has been tabled until our next meeting. Let's move on t.o item number 3 then. CONSIDF~R APPROVAL OF PURCHASE AGREEMENT WITH TIRF3 PLUS. Todd Gerhardt presented the staff report on this item. Boyle: Would representatives from Tires Plus like to address the HKA at this time before we go with further discussion? Ron Fiscus: Certainly. My name is Ron Fiscus with the... We have been doing the design work, working with Todd and staff on the planning process. Also with me is Jim Diamond from...Development who has been handling a lot of the real estate side of things. I guess as we've approached the project, and we may be in a little bit different circumstance than Applebee's. A number of the things that are included in the Applebee's agreement are not within our's and I guess my perception is that our agreement is a little more straight forward than, and hopefully fewer questions involved with that. As we reviewed the agreement, there's been some other discussions today with Todd. With Mr. Walston representing the city from the legal standpoint. There are some clarification items that we have asked to be included within the agreement that the city attorney has said that he doesn't have any particular problem with and Todd's in agreement with and I would like to bring those issues up. One of them has to do with the timing of the project. As the agreement that I believe you have in front of you is drafted, it provides the city the opportunity to back away from the project if Applebee's doesn't close by January 31st. We have an option agreement with the 18 Housing and Redevelopment Authority - August 24, 1995 McCarville property across the street south from this site that the city is intending to use to mitigate some of the wetlands that are on this piece of property trying to redevelop. So it's in the city's interest for that property to bo purchased. Tires Plus is very willing to assign it's right of purchase to the city to exercise. That option expires January, or December 31st of this year. Tires Plus is incurring substantial costs every month to keep that option going so it's in Tires Plus' interest to move as rapidly as possible to exercise, for the city to exercise the option. Purchase the property. Have Tires Plus buy it's property for the city as rapidly as possible. Something that I hope everyone remembers is that these negotiations on these development agreements have been going on between ourselves and staff and city attorney's staff for many months and there's a lot of stuff that's been happening that I'm sure you're not privy to. And one of the things we had asked for earlier in the project was that as Tires Plus is holding onto that option to be able to' acquire that McCarville property at a reasonable price, will the city be able to use that for mitigation. We ask that perhaps Tires Plus should be reimbursed for some of those ongoing holding costs that they have. In response Todd expressed a concern that he really didn't want to put the city in a position of having to pay for those and suggested instead that he would rather see the option that that purchase agreement could be exercised early. Tires Plus could stop it's bleeding on the option side and everyone could move forward without any further option costs being incurred and not having to worry about who's paying for what. So one of the pieces we would like to see changed, and offer for your approval is that Tires Plus be allowed to purchase the property as rapidly as possible. Certainly before that January 31st date that Applebee's has as their...assurning that that agreement with Applebee's goes forward in that kind of a format. (There was a tape change at this point in the discussion. The quality of the audio taping was poor of the following discussion.) Ron Fiscus: ...language included in there which provides the opportunity for us to go back to those other property purchases and get them to share in that cost. Tires Plus is willing to...basically allows Tires Plus to use the same procedures that a city might use on assessments to be able to achieve reimbursements for those costs that occur...The declaration of Restrictions that's attached to this talks about particular properties that those...all of the four properties within this area.. The last piece is that the restrictions allow the city to unilaterally amend or even delete in entirety those restrictions. We don't have any particular quarrel with the $8.50 a square foot...$8.50 a square foot.., and would request your approval of that tonight so that we can be in front of the Planning Commission and City Council with site plan approval and that we can move as rapidly as possible in exercising, allow the city to exercise the option to purchase. Boyle: Thank you very much. Any questions of the speaker7 Okay. Thank you very much. Todd it seems to me that there are a couple of amendments that need to be made and some 19 Housing and Redevelopment Authority - August 24, 1995 changes. With those changes it almost tells me we probably should wait until we receive an updated or changed purchase agreement before the HRA can vote on it. Gerhardt: I agree. Ron...prior to the meeting and...I anticipated some changes but you know...I don't think any of them are out of line as to the language but... Boyle: And I'm sure we would like that same fact so I would assume we will, excuse mo. I'd like to have a motion made that we table this. Robbins: So moved. Mason: Second. Boyle: All in favor? Robbins: Discussion? Boyle: Discussion, I'm sorry Charlie. .. Robbins: In terms of the time. Well, of course it's been tabled. So'I'm assuming when this comes back then, we can comment later about the paragraphs that are mentioned in the memo as well? Gerhardt: Well I'd like to get your comments tonight...but there are some concerns that... Mason: It would be nice to be able to finish this up next month. Yeah, I agree. With Tires Plus and everybody else. Boyle: Would it be apropos that rather than take the time right here that you be approached individually Todd or that we give you these comments individually. Would that be appropriate...? Okay. Why don't we do that and each person can kind of, and then when this comes up, we don't have to go back to it again but we can sit down and say hey, here's the concerns...and move forward. Gerhardt: That's fine with me. Having Tires Plus representatives here tonight, it's a lot easier for me to sit here and...so it's much easier having Ron here... Boyle: Well maybe we can make him aware of those changes before that time. Gerhardt: You will have an opportunity to... 20 Housing and Redevelopment Authority - August 24, 1995 Ron Fiscus: ...our hope tonight was that perhaps the I-IRA would feel comfortable enough with the intent of the agreement to authorized approval of this subject W negotiation of the final language to dotermine...as much as to hold that option open but if that isn't accessible to you, I'm curious as to whether you feel comfortable enough with the direct/on that we're going that perhaps some consideration could be given to allowing...start moving to the final site approval...with the Planning Commission and City Council. Something that...before that December 31st date...exercise that option prior to October 1st and be through that City Council approval process...save Tires Plus an additional amount of money.. Boyle: Yes, I can appreciate that. Is that proper protocol? Gerhardt: Well. Boyle: Let me rephrase the question. Be more specific Todd. I will try to be more specific. Even if we did say yes, the intent we agree with. Overall it sounds good with the changes and we probably would approve but with 'that verbiage tonight and Tires Plus coming ill' front of the Planning Commission, would they not say wait. until it goes through official approval of HRA? I mean is that a possibility? Gerhardt: It could be. The Planning Commission's going to review it based on the city codes and the zoning requirements. They're going to go through their sot of criteria and City Council is going to do the same. The one concern that I have is, if for some reason we do not come to fruition with Applebees and the closing on it...memo, I'd like to got some feedback from the HRA. If for some reason Applebee's doesn't move ahead, are you in a position to allow Applebee's to go ahead. Or Tires Plus to go ahead. And you could have Tires Plus up there...do you feel comfortable that you want to see that occur .... with the restrictions that Tires Plus has on the McCarville piece and costs associated with them holding that and...how strongly do you want to own that McCarville piece'/ So those are some of the... Boyle: Charlie, it looked like you had something on your mind there. Robbins: Well you know this is, from what the person said fi'om Tires Plus and what we've heard, again personally I think this is the first time I've seen a purchase agreement regarding a Tires Plus operation. I mean formally this is the first time we've seen one of these and now we're being asked to make a fairly strong commitment with them to getting closed within a couple months. I mean that's, it might have been nice to know this in advance and having some more information prior to this so we could make some, have some info on this. Regarding the McCarville property in terms of their...closing costs, I guess that's their problem. You know that's not our problem. In terms of the cost. True, I would like to see it 21 Housing and Redevelopment Authority - August 24, 1995 done and you don't want attorney costs but realistically that's something that you have gone into yourself regarding the other property on that, so we'd like to get it done. But if we had some more info up front...it might have been easier to make this happen now. Gerhardt: Well and there have been times when we've presented purchase agreements and we haven't approved them right away and there's times where we have. I got you the purchase agreement as quickly...I think you've been aware that... Boyle: You know I can honestly appreciate the fact that the delay is going to cost everybody, cost you most money and that's not our intent either. The intent is to make sure that everything goes properly. In regards to having an open street going in there so that they can do their's before Applebee's. If we thought there was a very, very good chance that Applebee's is going in, I guess everybody would say yeah, let's move forward. Let's not delay this over another little small detail such as that. In regards to approving intent... We like the intent. We like the way it's going and as far as we're concerned, going in front of Planning and City Council, I personally would have no problem with that and I live that open for others. I would like to see it move forward. For everybody's sake. For every party's best interest, including our's. That's my comment. Jim. Bohn: I don't have any problem with it either. Boyle: Don, do you have any comments? Chmiel: No. Boyle: Mike? Mason: I concur with what you said Gary. I mean this looks, even if Applebee's does fall through, which I would hope that it does not. Something else will go there eventually and I think this Tires Plus agreement certainly is a little easier to digest than the Applebee's was. I agree with your comments. Boyle: I would only hope that if that does happen, that Planning or Council doesn't table it until such time as it comes back through. That's my only concern. Gerhardt: ...Planning Commission but... Boyle: Okay. Mason: Is there a motion to table? 22 Housing and Redevelopment Authority - August 24, 1995 Boyle: There was a motion to table, that is correct. And it was seconded and we had discussion. Gerhardt: I mean Applebee's is kind of taking, or Tires Plus is kind of taking a risk on this. If for some reason at tho last moment you decided not to...thoy~ve gone to Planning Commission and City Council and spent a lot of time and effort... Boyle: And I think that's why the intent tonight was to show that we agreed to the overall intent and it's just ironing out the details in a new purchase agreement and I think that is, as I read it, where the HRA is at this time. So I would feel comfortable moving forward. And if anybody has anything else to comment on that, please let Tires Plus know now. Okay. Alright, very good. The motion was to table. It's been seconded. Robbins moved, Mason seconded to table action on the purchase agreement with 'Hms Plus for additional information. All voted in favor and the motion carried. TAI~. FORMAL ACTION REGARDING Tm~ CITY COIj'NCIL~ REQUEST FOR AI.I. HRA MEMBERS TO RESIGN.. . - Todd Gerhardt presented the staff report on this item. Boyle: Just one more thing Todd. You say the letter from the City Attornay that does state the City Council's requested that the commissioners that are not City Council members submit ' their resignation, but that letter should in fact state that all Commissioners? Gerhardt: Yes. Boyle: If that is the case, then I think we will address each of the commissioners instead of the three non-City Council. So as usual Charlie, we start on the le~ my left and you get your first say. Robbins: Well in terms of just asking me to resign, I have no reason to resign so I feel I'm doing a good job and I prefer to stay on the HRA. Boyle: Jim. Bohn: I have no reason to believe I should resign either and I intend to stay on the lIRA. Boyle: As you know Todd I submitted a letter to the City Attorney and each of the Council members and the Mayor and in that letter I stated my reason. Believe me, if I thought it was 23 Housing and Redevelopment Authority - August 24, 1995 in the best interest of the community that the five, that only the five City Council members become the HRA, I would have no hesitation of submitting resignation. However, and my own feeling and talking to many members of the community since this thing broke in the paper and elsewhere, I do not believe it is in the best interest of the community and that there should be a City Council and an HRA consisting of 10 people making decisions instead of 5. So with that I also am not going to submit my resignation. Your turn Don. Chmiel: I'm up for re-election. I haven't reached that point yet. Mason: First of all I'd like to thank Councilman Berquist for clearing some things up. I think his position, and that may have been the original position I think in ~e milieu of that meeting and it may have gotten lost and I appreciate you clearing that up. That has a completely different tone I think than what I perceived was Council action. I, quite honestly I don't feel as though I have any reason to resign from the HKA. Boyle: Once more Steve commenting in regards to your comments and I-thank you very much for coming up and kind of clarifying some areas. Regarding adverti.sing for a vacancy or for whatever. If it was,.I think each person, several people commented that they wouldn't have a problem if it was within their authority to say so but quite honestly we have no authority on that. Even though it's the Housing and Redevelopment Authority, the authority only goes so far. So with that, I believe that it's been spoken and each member has given their decision so as far as I'm concerned, it has been made a matter of record. Steve Berquist: May I make one comment? I'm not certain if this is proper protocol or not but Mark Senn thinks otherwise and insofar as majority of the Council did vote in favor of his motion to ask the I-IRA to resign, I think I don't know if you've got any comments you'd like to make regarding that direction or not but if he does. Mason: I think that's kind of up for him to say it Steve, not you. Steve Berquist: Well I thought I'd...that's why I'm stopping... Mason: No, no. I was just going to say, he's never hesitated to speak before Steve. I don't think he'll... Boyle: Mark, would you like to. Mark Senn: ...opportunity. Boyle: If you would like to talk to this subject, you're welcome to at this time. 24 Housing and Redevelopment Authority - August 24, 1995 Mark Senn: You know I guess from my perspective I haven't I guess changed my mind at all. I still think it would be a good idea for the Council to be the HRA. The primary reason I think that that should work over the next 2 to 3 years...we're at a very, well I'm going to say a somewhat critical point from a financial standpoint in terms of the city. We~ve been experiencing very rapid growth over the years. We're having a real hard time in effect keeping up with growth. That growth is basically being funded by a taxbase which is getting a little bit interesting demand... We have a lot of demands on what the city needs to effectively...people in the next few years. We aren't anywhere near the resources we need to do it. We have a park referendum coming up here that's going to be an issue of going out and asking the voters you know, if we do a referendum here and spend $4 to $6 million in parks and that's only one of many things coming at us. There's the City Hall expansion issue coming in front of us. We go back to the tax hearings we just had and we had 250-275 people...their taxes we're paying, enough's enough. Our taxes are too high. I can't afford to live here anymore. All kinds of things like that. We have our growth is basically being funded by, purely by residential property taxes, which are being funded especially though very high residential values that are being placed on the properties. And I don~t know. I guess to me that's all going to come to a head here real quick I think. At least from the feedback I get. And I think,' I've talked about this at Council, And I'm not.going to quit talking about it. We need to sit down and decide what city priorities are for the City of Chanhassen and what order is their priority. And if We can identify the resources to do that, then we need to start...but I think that's an exercise we need to go through and do and given the fact that the resources aren't there to pay for it all, it's not going to be far easily more comfortable if there's effectively one by doing that versus two...And I can tell you from sitting on the Council, it gets real frustrating sometimes when staff comes in and says well that's an HRA decision. That's not a Council decision. At the same frae you're sitting there telling yourself well, gee. Is that really what's best for the city. Now don~t get me wrong... because you don't have to put it in that perspective. That's not your job. As HRA commissioners your job is simply to look at it from the HRA's perspective, okay. And so I don't want to take anything away from that but I think it's going to be very difficult over the next few years to look at decisions and...what's best for the City from a HRA perspective. And looking at it from an overall city's perspective and trying to balance those priorities... So from that standpoint...I'm not going to say because we're doing it, that's the way to do it for all times. But I think for right now I think that's the best way...and I don't think that's something that's new. I think that's something that's been coming and it's been coming for the last couple years. And in my mind I look at HRA projects that have been fundecC HRA projects that have been funded and gone way over budget. Again, in terms of the decisions you're making, there's nothing wrong with those decisions. From an HRA's.perspective but when you look at it, or at least from my perspective look at it, my perspective how.., project to stay within cost...Because again, it all comes back down to the voters and it all comes back down to the residents...tax load. And we all know what your taxes are like... That's why I 25 Housing and Redevelopment Authority - August 24, 1995 think the way I do. I really don't see that changing. And that's why I'd like to see this thing happen, that we discussed the other night... Boyle: Thank you Mark. Appreciate it. I think there's many of the reasons, and most of us have talked about this. Some of the reasons that you mentioned are the real reasons why there are members currently on the commission that feel that with the grow~., with the mount of activity that's going to take place and with the job that the City Council is going to be faced with in the months and the years to come, you've got a pretty big job fight now and to have another quality check and balances. Calling another means to try to make sure we're doing the right things for the community is apparently the feeling of the majority of the people on the commission right now. We will make every effort, and we have in the past year, year and a half or so, to request from staff and the members that aro both City Council and HRA, to give us their best input as to City Council's feelings on the issue before we make a decision. Especially a major issue or expenditure. That's one of the reasons that the people that are, or I guess one of the reasons the decision was to put Council members or member on the HRA. One of the reasons. That's all the comments I have. I think obviously, based upon what everybody else has said, I don't think, and please correct me if anybody here has changed their mind, based upon the comments made by. Steve or Mark, regarding your decision to resign or not resign. So if there's been a change, please say so. And if not, we have to assume that whatever steps must be taken next, must be taken but the current HR~ does not feel it's in the best interest of the community to resign. Do we need it as a motion? Mason: No. It's a matter of record. Boyle: Any other questions or comments from anybody in the audience? Frank Kurvers: I'm a little bit disturbed. Boyle: Excuse me sir. If you'd step up to the podium. Name and address too please sir. Frank Kurvers: Frank Kurvers, 7220 Kurvers Point Road. I am a little bit disturbed...and I think we should have a financial consultant actually telling us what's really happening because the paper has been telling us what's happening and I think there are people that deal in this money constantly to tell us what these derivatives are and what the city's invested. I think that's something that's hanging out there by the public and they fully don't understand it and I don't either. Now you people are creating a monster by developing land within the city and each time you transfer a piece of property, everybody's value goes up as... So if you think you're doing us right and down the road 30 years it's going to be right, fine. But we really don't know that. 26 Housing and Redevelopment Authority - August 24, 1995 Boyle: Mr. Kurvers, I would agree with what you're saying. Frank Kurvers: I think we're all currently trying to get to the same place but I think there's a lot of things that we probably need as a city to investigate those bind of things that when you invest money, you should get a good return. Who was there when it was invested? Who were the people that are...for this money? I don't know. Do you people know? It's a lot of money. We're talking 20 million bucks I think or more. I know when I invest money, I want to get a good return. I think the city, when they invest money they want to get a good return but I think the citizens of this community do not understand what's really going on. That's my only comments. Boyle: Okay, thank you sir. I have heard this concern from other citizens of our community. How we communicate or improve the communications to the community should be a subject for discussion I'm sure in the near future Todd because maybe we do need a little bit more communication. There were a lot of people that didn't even know what HR stood/'or until recently when a few articles went in the newspaper. Gerhardt: It's a City Council item-and I will express it to the City Council to' take Frank's comments into consideration and see what we can do to inform the residents. _ Boyle: I think it's necessary. It's good comments. Frank Kurvers: Could I say something else? Boyle: Yes. Frank Kurvers: I would really like to see an investigation of where this money is and who was all present at the time it was invested. I think the citizens should know that. I think that it should probably start here at the I-IRA and then go to the Council to get a committee. Get out there. Let's find out. Boyle: Well I-IRA could direct staff to bring this in front of the City Council, which we would ask and direct staff please to do this in front of City Council and report back at our next meeting. Some options that are available and investigation, if investigation is the proper terminology. I don't know if investments many times is, you may be referring to something else that created bond issues of which the HRA didn't have a say in. That might be something else that's coming forward here. 27 Housing and Redevelopment Authority - August 24, 1995 Gerhardt: The City Council has pretty much done an investigation on it and we've had Deloitte and Touch come in and monitor it. We've had several meetings with investment counsel. Boyle: And I think there has been publicity on that, has there not? Gerhardt: Yes. Chmiel: All that information has been provided to the newspaper, as Frank has indicated. Boyle: Okay, thank you. Yes sir. Jack Dorsen: One quick one. Boyle: Jack would you please address the. Jack Dorsen: I'm Jack Dorsen, Longview Circle. Maybe what this needs to be done is a mailing made to each person in the city as to what the Council found out and what Touche and Deloitte words were, just so we all know. Audience: And what happened to the bond rating... Mason: You know, these aren't I-IRA issues. Jack Dorsen: At the city you need two languages. One laymen and the other... Boyle: It was good, thank you~ We agree with your comments and concerns and I know there's a lot of people in the city that do. There has been some publicity recently as to answer your question regarding the bond issue but HltA really has no say in this. It's a City Council issue that must be addressed at the City Council. Audience: Gary. HRA, City Council are all part of our city government. You can't keep begging yourselves off as some kind of a, you're a part of our city government, okay. What I'd like to propose is a town meeting with all these issues brought up where people who pay the taxes can ask the questions and all of you that had a piece of it, or part of it, or input to it, can respond to those. Now I'm a little confused about this bond issue thing. It's really interesting. We've got two different companies giving us two different bond ratings. If it slips a little bit, get another company to give us a better rating. Chmiel: There's also something like a whipping boy but we're at that particular point... 28 Housing and Redevelopment Authority - August 24, 1995 Audience: ...city government that all has input and I think a tom meeting might bring it all together so we can all understand what you do. How you fit together. What you do for us. Our tax dollars at work. I'd like to see how it happens. Jack Dorsen: I think you need a white paper that goes to every resident and then follow it up by a town meeting for discussion. Boyle: I would strongly encourage you, and I know you're not going to like it. It sounds like I keep passing the buck but quite honestly our statute only goes to a certain length and yes we are passing the buck right back to the City Council because that is really their ballgame. Jack Dorsen: We were just there and... Audience: And we're talking to you because who knows where this will go. And all the council people in this room. Boyle: Thank goodness. ' ' Steve Berquist: I've got some wonderful suggestions but I don't know that this is venue to speak from. Chmiel: I don't think so. Boyle: Charlie would like to make a comment. Robbins: This goes under, well it's blank here but it's just something I've asked for before several times regarding the revenue stream for HRA. Money coming in. The expenses of money going ou.t. Where is it? How does it come in? Where does it go out? In other words, just a monthly accounting of income and expenses and a balance sheet and I think the public would want to see that too. Boyle: Charlie, that was provided to us at the last meeting. Robbins: It was? Boyle: Yes. Todd had updated that. Robbins: Maybe that should be in the monthly packet. 29 Housing and Redevelopment Authority - August 24, 1995 Gerhardt: Well the best way to provide that information is through the audit. Year end audit. It shows exactly where your money's going. How much revenue came in. How much interest you earned. Where the expenditures go. It's by unbiased third party. Robbins: But we could do that monthly I assume. Gerhardt: Sure. Robbins: I would like to make a motion that we have that available for the next meeting. Boyle: Would that be any different Todd than what was passed out at the last meeting7 Gerhardt: Yeah. Boyle: This was .the year end you'd bring up right up to date is what you're saying. Gerhardt: Well that shows you year end numbers. What monthly would be on our's, basically just show you that my salary's coming out of your budget. You ~aid for Campbell Knutson, the attorneys...The only things that you don't see are the annual tax receipts that we get bi-annually. Other than that, that's it. And you approve that budget each year. It's not that we're going over budget or under budget... Boyle: Charlie's point is well taken, especially in light of the concerns. I mean we've heard a lot, and I think everybody here has had some questions recently regarding what does HR do? How much money do you really have? Is it $20 million? Is it $25? Well where's the money going? What decisions are you making? It would help us to have a monthly update so, if that is a motion, I would second that motion Charlie. Any discussion? Robbins moved, Boyle seconded to direct staff to present a monthly accounting of revenue and expenditures for the HRA. All voted in favor and the motion carded. Boyle: Okay, that brings us to, are there any HKA presentations? APPROVAL OF BILLS: Boyle: I'd like to have a motion that we approve the bills that have been submitted. Chmiel: So moved. Mason: Second. 3O Housing and Redevelopment Authority - August 24, 1995 Boyle: Discussion. Robbins: Item for replat survey. Peters, Price, Samson. $2,400.00. Gerhardt: That's the plat associated with the Tires Plus, Applebee's and the'other two lots being created. We went to a competitive request proposals and Peters, Price dc Samson came substantially below the other two groups that we asked. BRW was one and I forget who the other firms were...but of those quotes, Peters Price was almost $900.00 below everybody else. Very good bid. Robbins: So we're doing that for the buyer? Gerhardt: We uso our own need to, we are entering into individual purchase agreements and with that, we have to pay for the platting of that land. How much land you're going to sell off... Robbins: So hypothetically, if in fact the deal goes, does not consummate with Tires Plus and another purchaser comes in, do we have to go get another survey, we could incur the same cost again then. Gerhardt: Only if you decide to change the size of the lot. And it would not be, it depends on how...and the direction I got from the I-IRA is they kind of like, I mean that's the other thing. We dictated to Tires Plus. We dictated to Applebee's. Your site plan is going to look like the one that we put together. This is how we would like, we want the buildings up close to the street...so we dictated to how that site is going to look. And still you get your $8.00 a square foot minus specials and the other things that we included. So through that plat you created four sellable lots. Boyle: Todd, does the $1 $3.00 for demolition of the Pony/Pryzmus building, does that conclude our bills on that, do you believe? Gerhardt: Yes. That was to finalize the last payment over to, all I remember is his first name was Todd. The contractor that did the fill and the demo work and BRW's time spent in reviewing the granulars and payment... Boyle: I don't have any other questions. Chmiel moved, Mason seconded to approve the HRA bills. All voted in favor and the motion carried. 31 Housing and Redevelopment Authority - August 24, 1995 Bohn moved, Mason seconded to adjourn the meeting. All voted in favor and the motion canied. The meeting was adjourned. Submitted by Todd Gerhardt Assistant Executive Director Prepared by Nann Opheim 32 CITY OF 690 COULTER DRIVE · P.O. BOX 147 · CHANHASSEN, MINNESOTA 5,5317 (612) 937-1900 · FAX (612) 937-5739 MEMORANDUM TO: FROM: Housing & Redevelopment Authority Todd Gerhardt, Assistant City Manager DATE: SUBJ: September 14, 1995 Consider Extension of Lease, Pauly's Inc. Attached please find a letter from Russell expires on November 30, 1995. Mr. Pauly March 1, 1996. an extension of his lease that a 3 month extension until Staff recommends approval of Mr. Pauly' part of the rettevelopment of the demonstrated his desire to relocate his and is currently in the process on hi.q efforts of trying to be a I also think Mr. Pauly has negotiations with Mr. Dahlin his tenant improvements. ATTACHMENT Letter from Mr. Pau!yjda~ed September 12, 1995· Pauly's, Inc. 401 West 78th St., Chanhassen, Minnesota 55317 September 12, 1995 City of Chanhassen 690 Coulter Drive Chanhassen, MN 55317 Attention: Todd Gerhardt Dear Todd: As you know,-Pauly's lease expires on November 30, 1995. At this time, I would like to r~quest an extension of our lease on a month to month basis, not to exceed beyond March 1, 1996. Negotiations with Dan Dahlen are ongoing and we currently have a Third draft of a lease being examined by our accountant. We feel that an agreement with Mr. Dahlen is very close and would ask that the City of Chanhassen and the HRA please give us the needed latitude to get this done. Pres i dent CITY OF 690 COULTER DRIVE · P.O. BOX 147 · CHANHASSEN, MINNESOTA 55317 (612) 937-1900 · FAX (612) 937-5739 MEMORANDUM TO: FROM: Homing & Redevelopment Authority Todd Gerhardt, Assistant City Manager DATE: SUB J: September 14, 1995 Amendment to Contract for Private Redevelopment, Ryan Construction As you are aware, the Taco Bell They have now resolved those issues and 1996. ~een delayed due to internal problems. to start construction in the spring of As you may remember, of the three facility built. As you can see today, the Ryan Construction is requesting a Redevelopment to switch the The amendment would not have an~y~onomic ' attorney costs for reviewing and ~ the necessary Attachment #1). -- Staff recommends approvai"Of the amendment to the con~'t Ryan Construction.reimburse the city for attorney costs. -. .. . . .. ....,. ,.~--,-.~;_,- ~.~ -- . ;oston Market was to be the last and it's the other way around. to our Contract for Private Market site to the Taco Bell site. the HRA, with the exception of to the contract (see with the condition that . Economic Impact Report INCREMENT ALLOCATIONS Current Contract Years Increment is to be Allocated Boston Market 1997 1998 1999 Taco Bell 1996 1997 1998 Proposed Amendment to the Contract Years Increment is to be Allocated Boston Market 1996 1997 1998 Taco Bell 1997 1998 1999 ITY OF 690 COULTER DRIVE · RO. BOX 147 · CHANHASSEN, MINNESOTA 55317 (612) 937-1900 · FAX (612) 937-5739 MEMORANDUM TO: FROM: Housing & Redevelopment Authority Todd Oerha~t, Assistant City Manag~ DATE: September 14, 1995 SUBJ: Consider Approval of the Pumhase Agreement with Apple American Limited Partnership of Minnesota (Applebee's) This item was tabled at our last meeting for and verify the special assessments against 'to review the economic status of the sale Attached please find a detailed report that cost associated with the proposed #1). I have also highlighted two Assump.,~ns as a assumes all city revenue generated from.;'~e_.. district in the Year 2000, with the e~tion of revenue. In Assumption #2, I used.j.._'.mlt land sale costs and the proposed conditiom.-'fia*the purchase -.. · · ... The special assessments against'this site total $114,480. purchase agreement that has 'occurred since our last from January 31, 1996 to April 15, 1996. Staff has a time frame that Applebee's will need; the I-IRA's holding costs and the agreement (see Attachment of my analysis. Assumption #1 to the end of the tax increment fees and sewer and water minus the entire site holding only major change in the is the dosing date changed this change based on the There was also'~omo~.~SCussion ;~~osing fee. Applebee's has agreed ti/pay the. en~t~_' ~mount. .... RECOMMENDATION Staff would recommend approval of the e Agreement with Apple American Limited Partnership of Minnesota for the purchase price of $484,300 (see Attachment #2). ATTACHMENTS , Economic Stares R~port. Revised Purchase Agreement. August HRA Report. Economic Status Report Holdin~ Costs -- The HRA purchased the property for $1.50 sq. i~. *54,000 sq.ft. Applebee's Restaurant ($81,000) Special Assessment against the site are $2.12 per sq.ft. Subtotal ($114.480) ($195,480) Proposed conditions in the Purchase Aereement: -- Soil Corrections Special Assessment Assistance Credit for Green Area .50 per sq. i~. goes towards the Don McCarville property * 54,000 sq. fL Miscellaneous Expense (survey, soil borings, etc.) Subtotal ($10,000) ($25,000) (7) ($27,000) ($1.631.14] ($63,631.14) Note: Only if the soils need correcting.) Proposed Selling Price is $8.50 per sq. ft. * 54,000 sq. ft. $459,000' Taxes of $49,352 per year * 3 years which are left in tax increment district (1998-2000) $148,056 Building Permit Revenue (hookups, park fees, etc.) $72,586.08 Liquor License Fee (estimated) Sewer and Water Revenue (based on Riviera Restaurant) Subtotal $9,609.00 $691,078.08 (annually) (annually) Summary Assumption #1 Revenue (taxes, building permit fees, utilities, etc.) $691,078.08 Holding Costs Proposed Conditions ($195,480) ($63,631.14) $431,966.94 Summary Assumption #2 Revenue (land only) $459,000 Holding Costs Proposed Conditions ($195,480) ($63.631.14~ Total $199,888.86 CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. Attorneys at Law (612) 452-500O Fax (612) 452-5550 .Andrea .Xtc['k,well Poehler Matthew K. Brokl .Xlarguerite M. McCarr,m George T. Stephenson September 19, 1995 Mr. Jeff Berg Applebee's 4551 West 107th Street Suite 100 Overland Park, KS 66207 VIA FEDERAL EXPRESS Re: City of Chanhassen HRA/Applebee's Purchase Agreement Our File No. 12668/378 Dear Mr. Berg: Enclosed please find proposed Purchase Agreement for the transaction between the Chanhassen HRA and Applebee's for the restaurant facility in Chanhassen, Minnesota. The enclosed Agreement is the same as the draft faxed to you on September 15, 1995. It is my understanding that the party signing on behalf of Apple American Limited Partnership of Minnesota will be in your office on Thursday, September 21, 1995 to exec~te the enclosed document. Thereafter, you will forward the original to the City of Chanhassen to the attention of Karen Engelhardt at 690 Coulter Drive, PO Box 147, Chanhassen, Minnesota 55317. Pursuant to our telephone conference, September 18, 1995, and as you will outline in your cover letter to Karen Engelhardt, the acceptance of the terms of this Agreement by Applebee's is conditioned upon the following: , Applebee's approving the cost sharing arrangement for roadway and utility construction within the new Crossroads Plaza 3rd Addition to serve Tires Plus and Applebee's; Suite 317 · Eagandale Office Center ° 1380 Corporate Center Curve ° Eagan, MN 55121 · Mr. Jeff Berg September 19, 1995 Page 2 1 To the extent legally permissible, the development incentive of 50% of the 1998 taxes be spread over a five to six year period rather than a lump sum reduction in 1998. If you have any questions, or need further clarifications, please call me. Enclosure: Purchase Agreement JRW:kgm CC' Todd Gerhardt Karen Engelhardt Very truly yours, CAMPBELL, KNUTS~TT . Walston REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") made and entered into this day of , 1995, by and between APPLE AMERICAN LIMITED PARTNERSHIP OF MINNESOTA, a limited parmership under the laws of the State of Minnesota, with offices at 4551 W. 107th St., Suite 100, Overland Park, Kansas 66207 (referred to herein as the "Buyer"), and HOUSING AND .REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the State of Minnesota, with offices at 690 Coulter Drive, P.O. Box 147, Chanhassen, MN 55317 (referred to herein as the "Seller"). IN CONSIDERATION of the mutual covenants and agreements herein, it is hereby mutually agreed by Seller and Buyer as follows: SECTION 1. SALE AND PURCHASE OF LAND 1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms and conditions hereof, the following property (all collectively referred to as the "Subject Property"): '1.1.1) The land in Carver County, Minnesota, legally described on Exhibit "A" to be attached hereto and incorporated herein. SECTION 2. PURCHASE PRICE 2.1) The purchase price for the Subject Property (the "Purchase Price") shall be in a dollar amount equal to Eight Dollars and 87/100 ($8.87) per square foot and shall be payable by Buyer to Seller as follows: 27393.02 1 09/15/95 2.1.1) Ten Thousand Dollars ($10,000.00) earnest money, the receipt of which is hereby acknowledged. 2.1.2) Four Hundred Seventy Four Thousand Three Hundred Dollars. ($474,300.00) in cash on the date of Closing. 2.1.3) Seller and Buyer agree the size of the Subject Property is approximately Fifty Four Thousand Six Hundred (54,600) square feet. Upon receipt of final survey on a form acceptable to Buyer, the total square footage of the Subject Property shall be determined by Seller and Buyer. Upon such determination, the Purchase Price shall be adjusted to comply with the terms set forth above. In addition, the Purchase Price shall be adjusted, at closing so that Buyer is credited $8.50 per square foot for each square foot of non-impervious surface coverage exceeding thirty-five percent (35 %) of the total square footage of the Subject Property, based upon the final plan for development of the Subject Property approved by the City of Chanhassen. Notwithstanding the foregoing, Seller and Buyer acknowledge that the Purchase Price shall not exceed Five Hundred Thousand Dollars and no/100 ($500,000.00) under any circumstances. SECTION 3. TITLE 3.1) Seller shall furnish to Buyer within twenty (20) days hereof a current commitment for the issuance of an ALTA Form B owner's policy of title insurance (the "Commitment") issued by a Title Insurance Company acceptable to Buyer ("Title") in the amount of Four Hundred Eighty Four Thousand Three Hundred Dollars and no/100 ($484,300.00), committing to insure that Buyer will have good and marketable title to the Subject Property, except for standard exceptions to title and except matters to which Buyer .. may consent in writing. Buyer shall have twenty days after receipt of the Commitment to make any objections to the matters disclosed in the Commitment. Such objections to be made in writing or deemed to be waived. 3.2) In the event any exceptions are listed in the Commitment for title insurance other than standard exceptions and exceptions that Buyer consents to in writing, if the same 27393.02 2 09/15/95 results from any voluntary action by the Seller, or if the same relates to any lien or encumbrance of a monetary nature, which can be removed by payment of an amount up to the Purchase Price at closing, the Seller shall cause the exception to be removed on or before the Closing Date. With regard to any other exceptions, if the Seller fails to remove the same within the time allowed for closing on the Subject Property, the Buyer shall have the right to terminate this Agreement. 3.3) Seller shall furnish to Buyer a boundary survey within thirty (30) days of the execution of this Agreement. SECTION 4, CLOSING 4.1) The closing (the "Closing") shall be at a lochtion designated by Seller, and shall occur on a date thirty (30) days after Buyer's contingencies have been satisfied or April 15, 1996, whichever date is later. 4.2) On the Closing Date, Seller shall deliver to Buyer possession of the Subject Property free of any trash, debris or refuse. 4.3) On the Closing Date, Seller shall execute and deliver to Buyer: 4.3.1) A duly executed warranty deed, subject only to: Declaration of Cross Access, Utility and Parking Easements, and the Declarations of Restrictions established by Seller under Section 8 hereof; and standard exceptions of title (deleting survey and mechanic's lien exceptions); and to the exceptions consented to by Buyer; and 4.3.2) A customary affidavit that there are no unsatisfied judgments of record, no actions pending in any state or federal courts, no tax liens, and no bankruptcy proceeding filed against Seller, and no labor or materials have been furnished to the Subject Property for which payment has not been made, and that to the best of Seller's knowledge there are no unrecorded interests relating to the Subject Property. 27393.02 3 09/15/95 4.4) Seller shall pay at Closing all general real estate taxes levied against the Subject Property due and payable for all years prior to the year of Closing, together with the unpaid balance of levied and pending special assessments due in 1995. Buyer shall be responsible for all assessments which are associated with Buyer's anticipated development of the Subject Property. Buyer shall pay for all general real estate taxes due and payable in years subsequent to the year of Closing as well as future assessments which become pending after the date of Closing. Seller and Buyer shall prorate those taxes due and payable the year of closing. 4.5) Seller shall pay at Closing: 4.5.1) state deed tax; 4.5.2) all costs associated with obtaining a title insurance commitment, including name searcheS, tflx searches, bankruptcy searclles, and property inspection-- fees; - 4.5.3) recording fees for corrective insmm~ents required to remove encumbrances and place marketable title in Buyer's name; 4.5.4) all costs incurred for the survey described in Section 2; and 4.5.5) up to Ten Thousand Dollars ($10,000.00) to Buyer for anticipated soil correction costs, provided Buyer provides written documentation from a professional engineer detailing such costs to Seller no later than ten (10) days before the Closing Date. 4.6) Buyer shall pay at Closing: 4.6.1) all recording fees and charges relating to the filing of the deed; and 4.6.2) title insurance premiums. 4.6.3) the closing fee charged by the title company. 27393.02 4 09/15/95 SECTION 5. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SELLER 5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of the consideration therefor, represents, warrants, and covenants with Buyer and its successors and assigns that: 5.1.1) There are no leases, options, purchase agreements, rights to redeem, tenancy agreements, or rights of occupancy, written or verbal, and no person or party has, or will have any rights of adverse possession, regarding the Subject Property, except as described on Exhibit "B"; 5.1.2) Seller will maintain in force insurance against public liability from such risk and to such limits as in accordance with prudent business practice and suitable to the Subject Property from the date hereof to the Closing Date; 5.1.3) To the best knowledge of Seller, no entity or person has, at any time: i) "released" or actively or passively consented, to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in connection with the Subject Property or adjacent tracts: or ii) taken any action in "response" to a "release" in connection with the Subject Property or adjacent tracts; or iii) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the Subject Property or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below). The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended CCERCLA") and any state environmental laws. 5.1.4) Seller, or any other person or entity, has not, at any time, ever installed, used, or removed any underground storage tank on or in connection with the Subject Property; and 27393.02 5 09/15/95 5.1.5) As part of this agreement, Seller shall execute the well disclosure certificate attached hereto as Exhibit "C'. Seller shall deliver the .well certificate to Buyer on the date of execution of this agreement. Seller warrants that all statements set forth in the well certificate are true, accurate, and complete to the best of Seller's knowledge. 5.1.6) Seller covenants not to use, store or discharge any hazardous substances on adjacent tracts owned or controlled by Seller. 5.1.7) Seller has the present full authority and power to execute this Agreement and to close the sale of the Subject Property. 5.1.8) Seller shall cooperate to the fullest extent possible and in good faith shall assist Buyer in determining those matters, set forth in Section 7. 5.1.9) There are no exclusive uses granted by Seller to any other tenants or land owners or otherwise which would in any way affect or prohibit Buyer's contemplated operation of a restaurant. 5.1.10) The Subject Property has free and unfettered vehicular access of ingress and egress to the public thoroughfare, which it abuts (or is generally contiguous to), unless otherwise staled in this Agreement. ' 5.1.11) To the best knowledge of Seller, there exists no condition or undermining of the Subject Property which would affect the side or beneath subsidence of the Subject Property. 5.1.12) The Subject Property is not located within a governmentally determined flood plain. 5.1.13) As of the date of Closing, all work, labor, services and material furnished to or in connection with the Subject Property or as part of a general contract including the Subject Property by Seller, its agents and/or contractors shall have been fully paid for so that no architect's, engineer's, surveyor's, mechanic's and materialmen's or laborer's lien of any kind may be properly filed with respect to the Subject Property. 5.2) The covenants, representations, and warranties contained in Section 5 shall be deemed to benefit Buyer and its successors and assigns and shall survive any termination or expiration of this Purchase Agreement or the giving of the Deed. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date hereof and of 27393.02 6 09/15/95 the Closing Date, and shall be a condition precedent to the performance of Buyer's obligations hereunder. Seller indemnifies Buyer from any breaches of the covenants, warranties and representations set forth in this Section 5. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect prior to closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. SECTION 6. ENVIRONMENTAL/SOIL INVESTIGATION AND TESTING 6.1) Buyer and its agents shall have the right, at the sole option of Buyer, to enter upon the Subject Property without charge and at all reasonable times from the date of the execution of this Agreement to perform such environmental investigation and soil tests as Buyer may reasonably deem appropriate. If Buyer investigates and tests the Subject-Property pursuant to this section, Buyer shall pay all costs and expenses of such investigation and testing and shall hold Seller harmless from all costs and liabilities arising out of Buyer's activities. If the purchase and sale contemplated by this Agreement is not closed, Buyer shall, at its own expense, repair and restore any damage to the Subject Property caused by Buyer's investigation and testing, and shall return the Subject Property to substantially the same condition as existed prior to such entry. 27393.02 7 09/15/95 SECTION 7. BUYER'S CONTINGENC~ The obligations of Buyer under this Agreement are contingem upon each of the following: 7.1) Buyer shall have determined on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of the environmental/soil investigations and tests of the Subject Property; 7.2) The use of the Subject Property as contemplated by Buyer for a restaurant facility is approved by the City of Chanhassen. 7.3) Buyer shall determine whether all necessary governmemal or quasi- governmental permits, licenses and approvals for the construction of all intended improvements (including its'standard or special signage needs and any licenses or approvals necessary to serve alcoholic beverages on the Subject Property) as are contemplated by Buyer can be obtained. Buyer shall, after the date hereof and at Buyer's sole cost and expense, promptly and in good faith seek such permits, licenses and approvals, it being the sole obligation of Buyer to obtain any such required permits, licenses and approvals. 7.4) Buyer shall determine whether utility services (including, without limitation, electric, water, sanitary sewer and storm sewer), surface water disposal and/or drainage required for Buyer's intended use of the Subject Property will be available in a size and capacity reasonably acceptable to Buyer. 7.5) Buyer shall determine in its discretion whether reasonable access and adequate parking are available for the Subject Property. 27393.02 8 09/15/95 If any of the contingencies have not been satisfied on or before the Closing Date, the Buyer may, at Buyer's option, terminate this Agreement by giving written notice to Seller on or before the Closing Date. Upon such termination, neither party shall have any further rights or obligations under this Agreement. Promptly thereafter, the earnest money shall be returned to Buyer and the Buyer shall execute and deliver to Seller a Quit Claim Deed memorializing the termination. The contingencies set forth above are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving written notice to Seller. SECTION 8. DECLARATION OF RESTRICTIONS/CROSS EASEMENTS Prior to the recording of the Warranty Deed contemplated by this Agreement, Seller shall cause a Declaration of Restrictions in the' form of Exhibit "D" to be- recorded against the Subject Property ("Declaration") which Declaration restricts the right to use the Subject Property and limits the use of construction materials. Prior to or at the time. of recording the Warranty Deed contemplated by this Agreement, Seller and Buyer shall cause to be recorded against the Subject Property a Cross Easement Agreement for access and parking purposes across and benefitting the properties depicted on Exhibit "E". Buyer shall accept title subject to the Declaration and the Cross Easements. SECTION 9. MISCELLANEOUS 9.1) Seller and Buyer shall enter into a Contract for Private Redevelopment prior to Closing which shall provide Buyer with assistance for utility services in an amount not to exceed Twenty-Five Thousand Dollars ($25,000.00). 27393.02 9 09/15/95 9.2) Seller shall not construct any improvements on tax parcel no. 25-3500320. · 9.3) The covenants, warranties and representations made by Seller shall survive the Closing of this transaction. 9.4) Any notice, demand, or request which may be permitted, required or desired to be given in connection herewith shall be in writing and sent by certified mail, hand delivery, overnight mail service such as Federal Express, or Western Union telegram or other form of telegraphic communication, directed to Seller or Buyer. Any notice shall be deemed effective when delivered to the party to whom it is directed. Unless other addresses are given in writing, notices shall be sent to Seller or Buyer at the applicable address stated on the first page of this Agreement. 9.5) Time shall be of the essence in this Agreement. If any date or time prescribed by this Agreement falls on a Saturday, Sunday or holiday, such date or time-shall automatically be extended to the next normal business day. 9.6) Each party hereto shall promptly, on the request of the other party, have acknowledged and delivered to the other party any and all further instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement. 9.7) This Agreement represents the entire agreement of the parties with respect to the Subject Property and all prior agreements, understandings, or negotiations between the parties are hereby revoked and superseded hereby. No representations, warranties, inducements, or oral agreements have been made by any of the parties, except as expressly 27393.02 10 09/15/95 set forth herein, or in other contemporaneous written agreements. This Agreement may not be changed or modified except by a written agreement signed by Seller and Buyer. 9.8) If Buyer defaults under any of the terms hereof, Seller shall have the right to pursue any remedies which are available to Seller (except specific performance), plus attorney's fees incurred in pursuing such remedies. 9.9) If Seller defaults under any of the terms hereof, including, without limitation, the delivery of marketable title to the Subject Property as set forth in Section 4 hereof, then Buyer shall have the right to pursue any remedies available to Buyer at law or in equity, including without limitation, specific performance, damages for cancellation of this Agreement, plus attorneys fees incurred in pursuing such remedies. -- 9.10) If any provision of this Agreement is declared void or unen. forceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 9.11) Failure of an3' party to exercise any right arising out of a breach of this Agreement shall not be deemed a waiver of any right with respect to any subsequent or different breach, or the continuance of any existing breach. 9.12) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 9.13) Seller and Buyer represent and warrant to each other that they have not engaged or dealt with any broker or agent with respect to the Subject Property, except that Buyer has retained the services of and shall be responsible for the payment of commissions to Vista Companies and Cindy Fuerstenberg. At Closing, Seller agrees to pay Buyer's 27393.02 11 09/15/95 broker, Vista Companies/Cindy Fuerstenberg a commission on behalf of Buyer in the amount of Twenty Thousand Dollars ($20,000.00) from the Purchase Price. Notwithstanding the foregoing, Buyer and Seller shall each defend, indemnify and hold the other harmless from and against all claims, losses and liabilities incurred by the indemnified party in connection with any claim or demand by any person or entity from any brokers, finders, or other fee or compensation in connection with the indemnifying party's entry into this Agreement. IN WITNF.,SS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUYER: GOURMET SYSTEMS OF MINNESOTA,INC. AS GENERAL PARTNER OF APPLE AMERICAN LIMITED PARTNERSHIP' OF MINNESOTA SELLER: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CtLa2qHASSEN ' By: Its By. Its Chairperson By: Its By Its Executive Director 27393.02 12 09/15/95 STATE OF MINNESOTA COUNTY OF The foregoing instrument was acknowledged before me this~ day of , 1995, by and by , the and of GOURMET SYSTEMS OF MINNESOTA, INC. as General partner of APPLE AMERICAN LIMITED PARTNERSHIP OF MINNESOTA, a corporation under the laws of the State of Minnesota, on behalf of the corporation. Notary Public STATE OF MINNESOTA COUNTY OF CARVER This instrument was acknowledged before me this - day of , 1995 by , the Chairperson, and , the Executive Director, for the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the state of Minnesota. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 JRW 27393.02 13 09/15/95 EXHIBIT "A" to REAL ESTATE PURCHASE AGREEME~ Legal Description of the Subject Property~ Lot 4, Block 1, CROSSROADS PLAZA 3RD ADDITION, according to the recorded plat thereof, Carver County, Minnesota. 27393.02 09/15/95 EXHIBIT "B" to REAL ESTATE PURCHASE AGREEM~ENT NONE. Leases. Options, Etc. 27393.02 09/15/95 EXHIBIT "C" to ILEAL ESTATE PURCHASE AGREEMENT DECLARATION OF RESTRICTIONS THIS DECLARATION OF RF3TRICTIONS ("Declaration") is made as of this ~ day of , 1995 by HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANttASSEN, a public body corporate and politic under the laws of the state of Minnesota (hereinafter called "Declarant"). RECITALS: A. Declarant is the owner in fee simple of certain real property located in Carver County, Minnesota, legally described as' Lots 1, 2, 3 and 4, Block 1, CROSSROADS PLAZA 3RD ADDITION (hereinafter called the "Subject Pr_operty"). NOW, THEREFORE, Declarant does hereby declare that the Subject Property shall be held, improved and utilized subject to the following restrictions, which shall perpetually encumber the Subject Property, shall mn with the Subject Property 'and shall be binding upon all parties having any right, title or interest in the Subject Property or any part thereof, and their successors and assigns (any of said parties hereinafter individually called a "Burdened Party", and collectively called the "Burdened Parties"), and shall inure to the benefit of Declarant. 1. Except as otherwise consented to in writing by Declarant, the following shall be permitted and non-permitted uses' Permitted Uses: al Retail shops; Specialty retail; Apparel sales; Auto service center with no outside storage of cars, tires or parts (no more than one facility to be located on the Subject Property); Day care that would be incorporated in the retail center; Restaurant/bar having at least 160 seats (no more than two facilities to be located on the Subject Property); 27393.02 09/15/95 Health care facility; Professional business and administrative offices; or Dry cleaning. Non-Permitted Uses: a, g. h. i. j. k. 1. m. n. Body shops; Car/boat/truck/trailer sales; Car wash; Convenience store with or without gas pumps; Fast food restaurants; Banks and financial institutions; Equipment rental; Garden center; Lumber yard; Temporary uses of any kind; Wholesale nursery; Free-standing day care; Liquor store; or Hotels/motels. 2.. All exterior-surfaces of the building shall be composed of at least eight percent (80%) face brick, stone or glass. The following materials shall not be allowed as a visible exterior application. Exposed concrete or "cinder" block; Decorative concrete block'; Painted brick; Fabricated/corrugated metal; or Precast concrete materials. 3. All architectural designs must conform with City of Chanhassen Ordinance No. 212, amended from time to time. 4. Outside trash containers and satellite dishes or antennas shall be screened or enclosed as required by Declarant. Ventilation and air conditioning equipment on the roof of any building shall be hidden from view by parapets or, if on the ground, shall be screened or enclosed as required by Declarant. 5. Landscaping installation must be accompanied by an underground irrigation system and a one year plant guaranty to cover replacement cost of nonsurviving plants. 27393.02 09/15/95 6. This Declaration may only be amended, modified or supplemented by the combined written approval of the Declarant and those entities who are owners of the Subject Property at the time such amendment, modification or supplement is proposed. 7. All owners of lots affected by this Declaration shall equally share the costs of construction of the roads, driveways and utilities as shown on Exhibit ~A". Neither the City of Chanhassen or Declarant shall be responsible for the costs referenced in this paragraph. 8. Notwithstanding any provisions herein to the contrary, this Declaration and the restrictions set forth herein shall expire on the date which is the thirtieth anniversary of the date hereof. 9. Any notice required or permitted hereunder to be sent to Declarant shall be mailed by United States registered or certified mail, return receipt requested, postage prepaid, properly addressed as follows: Housing and Redevelopment Authority in and for the City of Chanhassen 690 Coulter Drive Box 147 Chanhassen, MN. 55317 or any other address designated by Declarant by recording notice of such address. Any Plans or notices mailed to Declarant in accordance with this Section 7 shall be deemed to have been received by Declarant on the date which is the third business day after any such Plans or notice has been deposited in the mail. 9. Declarant shall have the right to enforce the provisions of this Declaration through any proceedings, at law or inequity, against any person or persons violating, or attempting to violate, the provisions of this Declaration, either to prevent such violation or breach or to recover damages for such violation or breach. 10. -The restrictions contained herein shall be deemed and construed to be continuing and no waiver of any breach of any of such restrictions shall be construed to be a waiver of any other breach of the same, nor shall failure to enforce the restrictions contained herein be construed as a waiver of such restrictions IN WITNESS WHEREOF, Declarant has made this Declaration as of the date and year first above written. 27393.02 09/15/95 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN By: Chairperson By: Executive Director STATE OF MINNESOTA COUNTY OF CARVER This instrument was acknowledged before me this ~ day of , 1995 by , the Chairperson, and , the Executive Director, for the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the state of Minnesota. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 (JRW) 27393.02 09/15/95 EXFIIBIT "A" to DECLARATION OF RESTRICTIQNS Cost~ of Roads, Driveways and Utilities 27393.02 09/15/95 EXHIBIT "D" to REAL ESTATE PURCHASE AGREEMENT DECLARATION OF CROSS ACCESS, UTILITY AND PARKh-NG EASEMENTS THIS DECLARATION made this day of , 1995, by HOUSING AND REDEVELOPM~ENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the State of Minnesota (referred to herein as the "HRA"). RECITALS A. The HRA is the fee owner of property in Carver County, Minnesota (hereinafter "Tract I") described on the attached Exhibit "A": B. HRA desires to memorialize access, utility and parking easements and privileges over the Subject Property for the benefit and appurtenant to the four lots platted within the Subject Property. NOW, THEREFORE, the HRA does hereby declare that the Subject Property shall be permanently encumbered with the easements described on Exhibit "A" for access, utility and parking purposes in accordance with the terms as set forth herein.: 1. The maintenance and repair of the easement areas shall be the responsibility of the fee owner of the property subject to the easement. The cost of maintenance and repair shall be shared equally by each lot owner. Notwithstanding the foregoing, HRA and the City of Chanhassen shall not be responsible for any maintenance or repair costs. 27393.02 09/15/95 2. The easements described herein shall run with the land and shall inure to the benefit of each owner of the Subject Property, their successors and assigns. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANH.~SEN By: Its STATE OF MINNESOTA COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this~ day of , 1995, by , the _ HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the State of Minnesota, on behalf of said public authority. of Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, .KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 JRW 27393.02 09/15/95 EXHIBIT "A" TO DECLARATION OF CROSS ACCESS, UTILITY AND PARKING EASEMrENTS LEGAL DESCRIPTION OF TRACT: 27393.02 09/15/95 ITY OF 690 COULTER DRIVE · P.O. BOX 147 · CHANHASSEN, MINNESOTA 55317 (612) 937-1900 · FAX (612) 937-5739 TO: FROM: Housing and Redevelopment Authority Todd Gerhardt, Asst. Executive Director DATE: August 18, 1995 SUB.I: Consider Approval of the Purchase Agreement with Apple American Limited Partnership of MN (Applebee's) Attached for the HRA's consideration is a purch~agreement with Apple American Limited Partnership of MN (Applebee's)...The terms' 9~li~~h~e agre~ent are as follow.s~. 1. Purchase price $8 87 per square foot;:~apprr~tely:.~_~ 54,600 square feet purchase price $484,300. N(}te: .37 per sq. fL/~($20,000)~ of this purchase price goes to Vista Companies/Cindy Fuerstenberg, as (i"~mmissi6~ on behalf' of' the Buyer (Applebee's) and we would receive our asking P!ice of' $8.50~ sq. ft. :.~ 2. $10,000 earnest money. 3. The Buyer was concemed.ttmt staff was forcing th/~Tn to provide more green area than necessary. Staff added .l~i~gUage that the buyer wo~ recdve a credit of $8.50 per sq. t~. of' non-impervious surface coverage (green area) uE, above the city's requirement of' 35% of' the site. 'staff is co.~.nfi~dent that the subject pr6~perty will not exceed the 35% · ?..:... ':,-.'. _... .. · :?,./.._ ..' ........... ~,- _ ..... .~e,~_ ..~_,~:~...:~...~.~,k~ 4. Closing is scheduled for no later than January 31, 1996. ....~ ·. :..... · . :: ..... - · · ' :'-:'-' '3.- -~,~ - ,,,...... = · -, ...~~---' · 5. The HRA pays for the prorated taxe.,s":~ the~ti~_m~__.e~of:;olosflig~'~d assume all specml 6. Allowance of $10,000 is also incl~any anticipated soil correction costs. However, the buyer must provide written documentation fi'om a professional engineer detailing cost~ and must do so no later than ten (10) days before closing. HRA August 18, 1995 Page 2 1 The agreement also allows Applebee's to walk away from the purchase agreement at anytime, however, they would forfeit their $10,000 earnest money if they do not have just cause for not closing. You should be aware of this when considering the Tires Plus purchase agreement. ge Applebee's expressed concern over the costs associated with receiving a building permit, specifically the utility service hookup (see Attachment #2). To assist in off- setting this cost, staff has provided the option to Applebee's to enter into a private redevelopment agreement and providing a half year's worth of taxes or an amount not to exceed $25,000. . The last item is the Declaration of Restrictions which binds Applebee's to certain permitted and non-permitted uses, architectural standards and screening (see page 16 of the purchase agreement). If the HRA is in agreement with the terms and conditions of the attached purchase agreement, staff would recommend approval of the purchase agreement between the HRA and Apple American Limited Partnership of MN for the purchase price of $484,300 and allowing $20,000 to go to Vista Companies as a commission on behalf of the buyer. ':' ATTACHMENTS ! Purchase agreement. Building permit costs. ITY OF .5'- 690 COULTER DRIVE · P.O. BOX 147 · CHANHASSEN, MINNESOTA 55317 (612) 937-1900 · FAX (612) 937-5739 MEMORANDUM TO: FROM: DATE: SUB J: Homing and Redevelopment Authority Todd Gerhardt, Assistant Executive Director September 18, 1995 Consider Approval of the Agreement with Tires Plus This item was tabled at our last meeting for and to verify the special assessments report which highlights the HRA's holdin proposed conditions in the purchase a review the economic status of the sale Attached you will find a detailed the cost associated with the #~). I have also highlighted two assumpti~ as a part analysi.~. Assumption #1 assumes all the city revenues gene ..rg..........~l from the to the end of the tax increment district in the year 200;~.~'th the exception sewer and water revenue. In Assumption #2, I used just land sale revenue minus site holding costs and the proposed conditions in the purchase agreement. The ~ assessment against this site totals ($64,872)i. ' The only major change in the p"u~~-~~~:n~~ since our last meeting is the Closing agreement, the HR and Tires Plus were going to close simultaneously~e property the pr°perty:..s _agreed to new additio holding costs incurred by Tires Pi~ on"':'~-~'~e~e-~e HRA's agreement that if for some reason Applebe~..~ ~s not purchase our site, Tires Plus can still develop their site. Tires Plus has also agreed to pay for the closing fee to assist in completing the transaction. HRA September 18, 1995 Page 2 RECOMMENDATION Staff would recommend approval of the purchase agreement with Tires Plus for the purchase price of $260,000.00. ATTACHMENTS l, Economic Status Report Revised Purchase Agreement August HRA Report. Economic Status Report Tires Plus Holdlnn Costs -- The HRA purchased the property for $1.50 sq. fi. *30,600 sq.Pu ($45,900) Special Assessment against the site are $2.12 per sq.ft. *30,600 sq. ft. S~total ($110,772) Proposed conditions in the Purchase A~eement: -- Soil Corrections ($xo,ooo)- Note: Only if.. - the soils need correcting.) .50 per sq. fL goes towards the Don McCarville property * 30,600 sq. ft. Miscellaneous Expense (survey, soil borings, etc.) Subtotal ($15,300) ($924.31) ($26,224.31) Revenue Proposed Selling Price is $8.50 per sq. ft. * 30,600 sq. ft. Taxes of $35,076 per year * 3 years which are left in tax increment district (1998-2000) $260,1 O0 $105,228 Building Permit Revenue (hookups, park fees, etc.) Sewer and Water Revenue (based on Rapid Oil) Subtotal $17,350.43 $618.17 $386,696.60 (annually) Summary Assumption #1 Revenue (taxes, building permit fees, utilities, etc.) Holding Costs Proposed Conditions $386,696.60 ($110,772.00) ($26.224.31) Total $249,973.29 Revenue (land only) Holding Costs Proposed Conditions Summary Assumption #2 $260,100.00 ($110,772.00) ($26.224.31) Total $123,103.69 Tiros Pins 8,330 Sq. Ft. Tires Service Facility V-1 hr or H-N Comm'uction $410,000 value H-4 Occupancy Building Permit Plan Review State Surcharge SAC Fee ( fee goes to Metropolitan Council not City)* ($3,400.00) Sewer Surcharge Sewer Unit Water unit Park Fee Trail Fee $ 1,724.50 1,120.93 205.00 300.00 4,200.00 5,550.00 3,187.50 1.062.50 $17,350.43 * Based on 4 estimated SAC units August 1995 Development Proposal For Tires Plus Example: 8,330 sq. ff. building (~ $40.00 per sq. ft. = $333,200 + and Land Value ~ $216,800 = $550,000 as Minimum Market Value Estimated Taxes for 1995 Minimum Market Value: $550,000 100.000 450,000 4.6% 20,700 3,000 (3% of the first $100,000 of Market Valuation) 23,700 1'48% 35,076 (Estimated Tax Capacity %) Total Estimated Taxes December 31.1996 Building Completed and Occupied TAXES OVER Ti:i'E LIFE OF TI4'E DISTRICT 1997 1998 1999 2000 Total Vacant $35,076 $35,076 $35,076 lot tax $105,228 · THIS AGREEMENT (the "Agreement") made and entered into this day of , 1995, by and between TIRES PLUS GROUPE LTD., a corporation under the laws of the State of Minnesota, with offices at 701 Ladybird Lane, Burmville, Minnesota 55337 (referred to herein as the "Buyer"), and HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR ~ CITY OF CHANHASS~, a public body corporate and politic under the laws of the State of Minnesota (referred to herein as the "Seller"). IN CONSIDERATION of the mutnal covenants and agreements herein, it is hereby mutually agreed by Seller and Buyer as follows: SECTION 1. SALE ANO PURC E OF LANO 1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms and conditions hereof, the following property (all collectively referred to as the "Subject Property"): 1.1.1) The land in Carver County, Minnesota, legally described on Exhibit "A" to be attached hereto and incorporated herein. SECTION 2. 2.1) The purchase price for the Subject Property (the "Purc~e Price") shall be in a dollar amount equal to Eight and 50/100 Dollars ($8.50) per square foot and shall be payable by Buyer to Seller as follows: 2.1.1) Five Thousand Dollars ($5,000.00) earnest money, the receipt of which is hereby acknowledged. 2.1.2) Two Hundred Fifty-Five Thousand Dollars ($255,000.00) in cash on the date of Closing. 28513.02 9/~o/95 2.1.3) Seller and Buyer agree the size of the Subject Property is approximately Thirty Thousand Five Hundred Eighty-Nine (30,589) square feet. Upon receipt of final survey on a form acceptable to Buyer, the total square footage of the Subject Property shall be determined by Seller and Buyer. Upon such determination, Seller and Buyer shall adjust the Purchase Price in order that the sum paid by Buyer to Seller equals Eight and 50/100 Dollars ($8.50) per square foot for the purchase of the Subject Property. SECTION 3. TITLE MATTERS 3.1) Seller shall furnish to Buyer within twenty (20) days hereof a current commitment for the issuance of an ALTA Form B owner's policy of title insurance (the "Commitment") issued by a Title Insurance Company acceptable to Buyer ("Title") in the amount of Two Hundred Sixty Thousand Dollars ($260,000.00), committing to insure that Buyer will have good and marketable title to the Subject Property, eXCelit for matters to which Buyer may consent in writing. Buyer shall have twenty days after receipt of the Commitment to make any objections to the matters disclosed in the Commitment. Such objections to be made in writing or deemed to be waived. 3.2) In the event any exceptions are listed in the Commitment for title insurance other than exceptions that Buyer consents to in writing, if the same results from any voluntary action by the Seller, the Seller shall cause the exception to be removed on or before the Closing Date. With regard to any other exceptions, if the Seller fails to remove the same within the time allowed for closing on the Subject Property, the Buyer shall have the right to terminate this Agreement. 3.3) Seller shall furnish to Buyer a boundary survey within thirty (30) days of the execution of this Agreement. 28513.02 2 9/~o/95 SECTION 4. 4.1) The closing (the "Closing") shall be at a location designated by Seller, and shall o~:ur on November 1, 1995, or after Buyer's and Seller's contingencies have been satisfied, whichever date is earlier, but in no event shall the Closing take place any later than 9ecember 30, 1995 (the "Closing Date"). If the Closing fails to occur by December 30, 95 through ao. fault of the Buyer, this Agreement shall terminate. Upon such termination, Seller shall promptly return the earnest money to Buyer and Buyer shall execute and deliver to Seller a Quit Claim Deed to memorialize the termination of this Agreement. 4.2) On the Closing Date, Seller shall deliver to Buyer possession of the Subject Property free of any trash, debris or refuse. 4.3) On the Closing Date, Seller shall execute and delivdr to Buyer: -- 4.3.1) A duly executed warranty deed, subject to: standard exceptions of ritle; easements shown on the plat of Crossroads Plaza 3rd Addition; exceptions consented to by Buyer; and to the restrictions and easements-described in Section 9; and 4.3.2) A customary affidavit that there are no unsatisfied judgments of record, no actions pending in any state or federal courts, no tax liens, and no bankruptcy proceeding filed against Seller, and no labor or materials have been furnished to the Subject Property for which payment has not been made, and that to the best of Seller's knowledge there are no unrecorded interests relating to the Subject Property. 4.4) Seller shall pay at Closing all general real estate taxes levied against the Subject Property due and payable for all years through the year of Closing, together with the unpaid balance of levied special assessments. Buyer shall pay for all general real estate taxes due and payable in years subsequent to the year of Closing as well as furore assessments which are levied after the Closing Date. 4.5) Seller shall pay at Closing or otherwise be responsible for the payment of: 4.5.1) state deed tax; 28513.02 3 9/~o/,5 4.5.2) all costs associated with obtaining a title insurance commitment, including name searches, tax searches, bankruptcy searches, and property inspection fees; 4.5.3) recording fees for corrective instrmnents required to remove encumbrances and place marketable title in Buyer's name; 4.5.4) all costs incurred for the survey described in Section 2. 4.5.5) costs of replatting the Subject Property; and 4.5.6) an mount not to exceed $800.00 as partial reimbursement to conduct the testing described in Section 6 herein. 4.6) Buyer shall pay at Closing: 4.6.1) all recording fees and charges relating to the filing of the deed; 4.6.2) title insurance premiums; and- 4.6.3) the closing fee charged by the title company. SECTION 5. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SELLER 5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of the consideration therefor, represents, warrants, and covenants with Buyer and its successors and assigns that: 5.1.1) There are no leases, options, purchase agreements, rights to redeem, tenancy agreements, or rights of occupancy, written or verbal, and no person or party has, or will have any rights of adverse possession, regarding the Subject Property, except as described on Exhibit "B"; 5.1.2) Seller will maintain in force insurance against public liability from such risk and to such limits as in accordance with prudent business practice and suitable to the Subject Property from the date hereof to the Closing Date; 5.1.3) To the best knowledge of Seller with respect to the Subject Property, no entity or person has, at any time: "released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in connection with the Subject Property; or 28513.02 4 9/~o/95 ii) "released" or actively or passively comented to the "release" or "threatened release" of a Hazardous Substance (as defined below) into the groundwater, environment or drinking water supply affecting the Subject Property; or iii) taken any action in "response" to a "release" in connection with the Subject Property; or iv) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the Subject Property, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below). The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as mended ("CERCLA") and any state environmental laws. 5.1.4) To the best knowledge of Seller, no person or entity has, at any time, ever installed, used, or removed any undergrgund storage, tank on or in co .n.nection with the Subject Property; and 5.1.5) As part of this agreement, Seller shall execute the well disclosure certificate attached hereto as Exhibit 'C". Seller shall deliver the well certificate to Buyer on the date of execution of this agreement. Seller warfares that all statements set forth in the well certificate are true, accurate, and complete to the best of Seller's knowledge. 5.1.6) There is no litigation or proceeding pending against Seller which would have a material adverse effect upon the Subject Property. 5.2) The covenants, representatiom, and warranties contained in Section 5 shall be deemed to benefit Buyer and its successors and assigns and shall survive any termination or expiration of this Purchase Agreement or the giving of the Deed. 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 Buyer's obligations hereunder. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect prior to closing, in addition to any of its other rights 28513.02 5 9/2o/9~ and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. SECTION 6. ENVIRONMENTAL/SOIL INVESTIGATION AND TESTING 6.1) Buyer and its agents shall have the right, at the sole option of Buyer, to enter upon the Subject Property without charge and at all reasonable times from the date of the execution of this Agreement to perform such environmental investigation and soil tests as Buyer may reasonably deem appropriate. If Buyer investigates and tests the Subject Property pursuant to this section, Buyer shall pay all costs and expenses of such investigation and testing and shall hold Seller harmless from all costs and liabilities arising out of Buyer's activities. If the purchase and sale contemplated by this Agreement is not closed, Buyer shall, at its own expense, repair and restore an~, damage to the Subject Property caused by Buyer's investigation and testing, and shall return the Subject Property to substantially the same condition as existed prior to such entry. SECTION 7. BUYER'S CONTINGENCIES The obligations of Buyer under this Agreement are contingent upon each of the following: 7.1) Buyer shall have determined on or before the Closing Date, that it is satisfied, in its sole discretion, with the status of title, the results of the survey and the results of the environmental/soil investigations and tests of the Subject Property; 7.2) The use of the Subject Property as contemplated by Buyer for a retail tire sales and service facility is approved by the City of Chanhassen; and 7.3) City of Chanhassen acquiring title to the real property with the tax parcel identification number 25-3500320 on or before the Closing Date. 28513.02 6 9/20/95 If any of the contingencies set forth above have not been satisfied on or before the Closing Date, the Buyer may, at Buyer's option, terminate this Agreement by giving written notice to Seller on or before the Closing Date. Upon such termination, neither party shall have any further rights or obligations under this Agreement. Promptly thereafter, the earnest money shall be returned to Buyer and the Buyer shall execute and deliver to Seller a Quit Claim Deed memorializing the termination. The contingencies set forth above are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving written notice to Seller. SECTION 8. SELLER'S CONTINGENCIES The obligations of Seller under this Agreement are contingent upon each of the following: 8.1) The City of Chanhassen acquiring title to the real property located in the City of Chanhassen with tax parcel identification number 25-3500320 on September 29, 1995, or in any event, not later than the Closing Date. On September 29, 1995, Buyer shall assign all right, title and interest to acquire the foregoing property to the City of Chanhassen. The City of Chanhassen shall be obligated to accept such assignment and fully perform all of Buyer's obligations, provided that the stares of title and terms of said assignment are acceptable to the City of Chanhassen. The total amount to be paid by the City of Chanhassen for tax parcel identification number 25-3500320 shall not exceed $120,000.00. In the event Seller and Buyer do not close on the Subject Property by December 30, 1995, Buyer shall have the option to purchase the parcel described in this Section 8.1 upon written notice to the City of Chanhassen. The option of Buyer to purchase said parcel shall commence upon approval by the City of Chanhassen of said parcel for the location of a retail tire store, provided such approval is made by the City of Chanhassen. The option to 28513.02 7 9/20/95 purchase said parcel shall expire December 31, 1997. The purchase price shall be in an amount equal to the total sum paid by the City of Chanhassen for said parcel and shall be paid in cash. Buyer shall accept a limited warranty deed for the conveyance of said parcel. 8.2) Final plat approval of the Subject Property by the City of Chanhassen. If any of the contingencies set forth above have not been satisfied on or before the Closing Date, the Seller may, at Seller's option, terminate this Agreement by giving written notice to Buyer on or before the Closing Date. Upon such termination, neither party shall have any further rights or obligations under this Agreement. Promptly thereafter, the earnest money shall be returned to Buyer and the Buyer shall execute and deliver to Seller a Quit Claim Deed memorializing the termination. The contingencies are for the. sole and exclusive benefit of Seller, and Seller shall have the right to waive the contingencies by giving written notice to Buyer. SECTION 9. DECLARATION OF REST~CTIONS/CROSS ACCESS, UTILITY AND PARKING EASEMENTS Prior to the recording of the Warranty Deed contemplated by this Agreement, Seller shall cause a Declaration of Restrictions in the form of Exhibit "D" to be recorded against the Subject Property and three other lots constituting Crossroads Plaza 3rd Addition ("Declaration") which Declaration: obligates future land owners of the lots within Crossroads Plaza 3rd Addition to share the cost of utility installation and road construction with Buyer; restricts the right to use the Subject Property; and limits the use of construction materials for improvements. Buyer acknowledges that neither Seller or the City of Chanhassen shall be responsible for the payment of any of the costs of utility installation and road construction. 28513.02 8 9/20/9s Prior to or at the time of recording the Warranty Deed contemplated by this Agreement, Seller shall cause to be recorded against the Subject Property and the three (3) other lots constituting Crossroads Plaza 3rd Addition, a Declaration of Access, Utility and Parking Easements for access, utility and parking purposes across and benefitting the properties on the form of Exhibit "E". Buyer shall accept title subject to the Declaration of Access, Utility and Parking Easements. SECTION 10. MISCELLANEOUS 10.1) The covenants, warranties and representations made by Seller shall survive the Closing of this transaction. 10.2) Any notice, demand, or request which may be permitted, required or des'ired to be given in connection herewith shall be in writing and sent by cYertified mail, hand delivery,.- overnight mail service such as Federal Express, or Western Union telegram or other form of telegraphic communication, directed to Seller or Buyer. Any notice shall be deemed effective when delivered to the party to whom it is directed. Unless other addresses are given in writing, notices shall be sent to Seller or Buyer at the applicable address stated on the first page of this Agreement. 10.3) Time shall be of the essence in this Agreement. If any date or time prescribed - by this Agreement falls on a Saturday, Sunday or holiday, such date or time shall automatically be extended to the next normal business day. 10.4) Each party hereto shall promptly, on the request of the other party, have acknowledged and delivered to the other party any and all further insmnnents and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement. 28513.02 9 10.5) This Agreement represents the entire agreement of the parties with respect to the Subject Property and all prior agreements, understandings, or negotiations between the parties are hereby revoked and superseded hereby. No representations, warranties, inducements, or oral agreements have been made by any of the parties, except as expressly set forth herein, or in other contemporaneous written agreements. This Agreement may not be changed or modified except by a written agreement signed by Seller and Buyer. 10.6) If Buyer defaults under any of the terms hereof, Seller shall have the right, in addition to whatever other remedies are available to. Seller at law or in equity, including without limitation, specific performance, damages, including attorney's fees, to cancellation of this Agreement. 10.7) If Seller defaults under any of the terms hereof, including, without limitation, the delivery of marketable title to the Subject Property as set forth in Section 4 hereof, then Buyer shall have the right, in addition to whatever other remedies are available to Buyer at law or in equity, including without limitation, specific performance, damages, including attorney's fees, to cancellation of this Agreement. 10.8) If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 10.9) Failure of any party to exercise any right arising out of a breach of this Agreement shall not be deemed a waiver of any right with respect to any subsequent or different breach, or the continuance of any existing breach. 10.10) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. Buyer may assign this Agreement to a third party for purposes of facilitating and completing a like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. 28513.02 10 9/20/95 IN WITNESS WitEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUYER: SELLI~.R: TIRES PLUS GROUPE LTD. HOUSING AND RRDEVEI.,OPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN By: Chairpe~on By: Executive Director CONSENT The undersigned, on behalf of the City of Chanhassen hereby consents and Jgrees to the terms and conditions of this Real Estate Purchase Agreement. CITY OF CHANHASSEN By: Mayor By: City Manager STATE OF MINNESOTA ) ) SS. _1 counTY OF ) The foregoing instrument was acknowledged before me this 2] day of · ~0.,,,~,-.,, ~ , 1995, by J_"~_,n,,,M ~ C.,'~II,. ~ and by ~ of TIRF3 PLUS the t~Lc.~'~r~3 and - LTD ¢oc mo ct,-b; o~ under the laws of -- ' ' ~ ~ N0ranv Pu~uc - M~SF. SOT^ ~ .~ ~~ HENNEPIN COUNT7 ~ ~otary Public 28513.02 11 9/20/95 STATE OF MINNESOTA COUNTY OF CARVER This instrument was acknowledged before me this~ day of , 1995 by , the Chairperson, and , the Executive Director, for the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the state of Minnesota. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 JRW 12668/380 28513.02 12 9/20/95 EXHIBIT "A" to F_,~TATE PI. YR~ AC~REEMENT Le_~al Description of the Sub_iect Pro_oerty _ Lot 1, Block 1, CROSSROADS PLAZA 3RD ADDITION, according to the recorded plat thereof. 28513.02 9/20/95 EXHIBIT "B" to REAL ESTATE PURCHASE AGREEMENT Leases, Options~ Etc. NONE. MINNESOTA DEPARTMENT OF HEALTH WELL DISCLOSURE CERTIFICATE PLEASE TYPE OR PRINT ALL INFORMA T/ON EXHIBIT C * Fill out a separate well information page if more than three wells am located on the property. WELL #1 COUNTY QUARTER SECTION NUMBER TOWNSHIP NUMBER RANGE NUMBER WELL STATUS WELL IS: I--I IN USE (1) r-] NOT IN USE (2) SEALED BY LICENSED WELL CONTRACTOR (3) YEAR WELL WAS SEALED (IF KNOWN) WELL #2 COUNTY QUARTER SECTION NUMBER TOWNSHIP NUMBER RANGE NUMBER -.. WELL STATUS YEAR WELL WAS SEALED (IF KNOWN) WELL IS: I-] IN USE (1) [-1 NOT IN USE (2) r-I SEALED BY LICENSED WELL CONTRACTOR (3) WELL #3 COUNTY QUARTER SECTION NUMBER TOWNSHIP NUMBER RANGE NUMBER WELL STATUS ' YEAR Vi/ELL WAS SEALED (IF KNOWN) -- WELL IS: I--J IN USE (1) I--] NOT IN USE (2) [-'J SEALED BY LICENSED WELL CONTRACTOR (3) SKETCH MAP-Sketch the location of the well(s) and Include estimated distances from roads, streets, and buildings. IF MORE THAN ONE WELL ON PROPERTY, USE THE WELL LOCATION NUMBER ABOVE TO IDENTIFY EACH WELL ormahon provided on th~s form is clasmfled as public ~nformat~on under Minnesota Statutes, Chapter 13 To re.quest this document in another format call 627-5100 or TDD through Minnesota Relay Service at (612) 297-5353 or toll free -800-627-3529 (Greater Minnesota). HE-01387-03 11/93R EXHIBIT "D" to REAL ESTATE PURCHASE AGREEMENT Declaration of Restrictions [See Documem no. 28519] 28513.02 9/~o/95 D~ARATIQN OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS ("Declaration") is made as of this ~ day of ,1995 by HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR ~ CITY OF CHANHASSEN, a public body corporate and politic under the laws of the state of Minnesota (here~ called "Declarant"). RECITALS: A. Declarant is the owner in fee simple of certain real property located in Carver County, Minnesota, legally described as: Lots 1, 2, 3 and 4, Block 1, CROSSROADS PLAZA 3RD ADDITION (hereinafter called the "Subject Property"). NOW, THEREFOr, Declarant does hereby declare that the Subject Property shall be held, improved and utilized subject to the following restrictions, which shall perpetually encumber the Subject Property, shall mn .with the Subject Property and shall be binding upon, all parties having any fight, title, or interest 'in the Subject Property or any part thereof, and their successors and assigm (any of said parties hereinafter individually called a "Burdened Party", and collectively called the "Burdened Parties"), and shall inure to the benefit of Declarant. 1. Except as otherwise consented to in writing by Declarant, the following shall be permitted and non-permitted uses: Permitted Uses' a. e, g. h. i. Retail shops; Specialty retail; Apparel sales; Auto service center with no outside storage of cars, tires or parts (no more than one); Day care that would be incorporated in the retail center; Restaurant/bar having at least 180 seats (no more than two); Health care facility; Professional business and administrative offices; or Dry cleaning. Non-Permitted Uses: a. Body shops; b. Car/boat/truck/trailer sales; c. Car wash; 28519.02 09/20/95 CHAN/TIRES PLUS d. g. h. i. j. k. 1. m. n. Convenience store with or without gas pumps; Fast food restaurants; Bank; Equipment rental; Garden center; Lumber yard; Temporary uses of any kind; Wholesale nursery; Free-standing day care; Liquor store; or Hotels/motels. 2. All exterior surfaces of the building shall be composed of at least eight percent (80%) face brick, stone or glass. The following materials shall not be allowed as a visible exterior application. a! Exposed concrete or "cinder" block; Decorative concrete block; Painted brick; Fabricated/corrugated metal; or Precast concrete materials. 3. All architectural designs must conform with City of Chanhassen Ordinance No. 212, as amended from time to time. 4. Outside trash containers and satellite dishes or antennas shall be screened or enclosed as required by Declarant. Ventilation and air conditioning equipment on the roof of any building shall be hidden from view by parapets or, if on the ground, shall be screened or enclosed as required by Declarant. 5. Landscaping installation must be accompanied by an underground irrigation system and a one year plant guaranty to cover replacement cost of nonsurviving plants. 6. This Declaration may only be amended, modified or supplemented by the combined written approval of the Declarant and all of those entities who are owners of the Subject Property at the time such amendment, modification or supplement is proposed. 7. Each of the four lots affected by this Declaration shall be responsible for and shall pay one-quarter of the cost of construction of the roads, driveways, and utilities as shown on Exhibit "A". It is anticipated that the owner of Lot 1, Block 1, Crossroads Plaza 3rd Addition, as the first purchaser of any lot affected by this Declaration shall commence construction of roads, driveways, and utilities envisioned by this paragraph, which contraction is hereby authorized. Declarant agrees that the sales of Lots 2, 3, and 4, Block 1, Crossroads Plaza 3rd Addition, shall obligate such purchasers to pay their share of such costs, including engineering, administration, and holding costs as part of the closing on any such lot. Upon such payment, the owner of Lot 1, shall execute an appropriate release indicating that this obligation has been satisfied. Neither the City of Chanhassen nor the 2 8 5 Z 9.0 2 CHAI~/T ! RES PLUS 09/20/95 2 Declarant shall be responsible for payment of any costs referenced in this paragraph over and above Declarant's obligations as hereinbefore set forth. 8. Notwithstanding any provisions herein to the contrary, this Declaration and the restrictions set forth herein shall expire on the date which is the thirtieth anniversary of the date hereof. 9. Any notice required or permitted hereunder to be sent to Declarant shall be mailed by United States registered or certified mail, remm receipt requested, postage prepaid, properly addressed as follows: Housing and Redevelopment Authority in and for the City of Chanhassen 690 Coulter Drive, PO Box 147 Chanhassen, MN 55317 or any other address designated by Declarant by recording notice of such address. Any Plans or notices mailed to Declarant in accordance 'with this Section 9 shall be deemed to have been rex. eived by Declarant on the date which is the third business day after any such Plans or notice has been deposited in the mail. 10. Declarant and any subsequent owner of any lot subject to this Declaration shall have the right to enforce the provisions of this Declaration through any proceedings, at law or inequity, against any person or persons violating, or attempting to violate, the provisions of this Declaration, either to prevent such violation or breach or to recover damages for such violation or breach. 11. The restrictions contained herein shall be deemed and construed to be continuing and no waiver of any breach of any of such restrictions shall be construed to be a waiver of any other breach of the same, nor shall failure to enforce the restrictions contained herein be construed as a waiver of such restrictions IN WITNESS WI~REOF, Declarant has made this Declaration as of the date and year first above written. HOUSING AND REDEVF. T OPMF2qT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN By: Chairperson By: Executive Director 28519.02 0912019'3 CHA#/TIRES PLUS STATE OF MINNESOTA ) COUNTY OF CARVER ) This instrument was acknowledged before me this ~ day of , 1995 by , the Chairperson, and , the Executive Director, for the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the state of Minnesota. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 JRW 12668/380 28519.02 09/20/95 4 CHAN/TIRES PLUS DECagON OF RF_~TRIC'rION$ ~ of Cost8 of Roads, driveways and utilitie~ 28519.02 09/20/95 CHAN/TIRES PLUS EXHIBIT "E" to REAL ESTATE PURCHASE AGREEMENT [See Document no. 29217] Cross Easement Agreement 28513.02 9/2o/9s DECLARATION OF CROSS ACCF~S, IYrI~ITY AND PARKING EASEMENTS THIS DECLARATION made this day of , 1995, by HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR ~ CITY OF CHANHASSEN, a public body corporate and politic under the laws of the State of Minnesota (referred to herein as the "HRA"). A. The HRA is the fee owner of property in Carver County, Minnesota described on the attached Exhibit "A"' B. HRA desires to memorialize access, utility and parking easements and privileges over the Subject Property for the benefit and appurtenant to the four lots platted within the Subject Property. NOW, TItEREFORE, the lIRA does hereby declare that the Subject Property shall be permanently encumbered with the easements described on Exhibit "A" for access, utility and parking purposes in accordance with the terms as set forth herein. 1. The maintenance and repair of the access and utility easemem areas shall be shared equally by each lot owner. The maintenance and repair costs of the parking areas shall be the responsibility of the owner of each lot where the parking area is located. Notwithstanding the foregoing, HRA and the City of Chanhassen shall not be responsible for any maintenance or repair costs. 29217.02 Exhibit 09/20/95 Chart/Tires PLus PA 2. Each owner shall be obligated to maintain in good repair the parking area located on the owners lot. 3. In the event an owner fails or refuses to contribute toward that owner's share of maintenance and repair costs for the access and utility easement areas, the obligation for such costs will become a lien on the lot subject to this Agreement and may be enforced by the party undertaking the necessary repairs. 4. The easements described herein shall mn with the land and shall inure to the benefit of each owner of the Subject Property, their successors and assigns. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN By: Its STATE OF MINNESOTA ) COUNTY OF DAKOTA )ss. The foregoing instrument was acknowledged before me this day of , 1995, by , the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF CHANHASSEN, a public body corporate and politic under the laws of the State of Minnesota, on behalf of said public authority. of Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, MN 55121 Telephone: (612) 452-5000 JRW 29217.02 09/;~0/95 2 Exhibit E Chan/Tires Ptus PA DECLARATION OF CROSS ACCESS, UTILITY AND PARKING EASEMENT Legal Description 29217.02 09/20/95 Exhibit E Chart/Tires Plus PA CITY OF 690 COULTER DRIVE · P,O. BOX 147 · CHANHASSEN, MINNESOTA 55317 (612) 937-1900 · FAX (612) 937-5739 TO: Housing and Redevelopment Authority FROM: Todd Gerhardt, Asst. Executive Director .~ · DATE: August 18, 1995 SUBJ: Consider Approval of the Purchase Agreement with Tires Plus Groupe, Ltd. Attached for the HRA's consideration is a purchase agreement with Tires Plus Groupe, Ltd. The terms of the purchase agreement are as follows: - ."2",,': --. ,.. 1. Purch. ase price - $8.5.0 per square foot; .~Pl~ximately 30,589 square'feet - purchase · price $260,000. '~", ' · · . $5,000 earnest money. . . . . . Closing is scheduled for no later than December'31, 1995. In the past, we discussed that Tires Plus could only happen if Applebee's agrees to construct their facility. However, the two purchase agr~.'"'ements have Tires Plus closing before Applebee's and Applebee's still having the option to walk away fr6.".m closing on their site until January 31, 1996. The reason for.closing earlier on Tires Plus is that they are incurring additional costs by holding the Don McCarville property and their purchase agreement with Mr. McCarville' terminates 'on December 31, 1995. The HRA pays for 'the prorated-taxes at the 'time of Closing and assume all special assessments, i/:~ .. " . .... - -"'' ' '. .... ".: .... · .':.' .'. -'-: ' '- -.. .:-.~. ...... -.. : ......~.....- · '. - :.':,' ~...~-... ..~.~ Allowance of $'8'0~)'is also included for Phase I environmental testiiigi" .._ Tires Plus must assign all their fights to the Don Mecarville property with a purchase price not to exceed $120,000. : -. -'.,,. :.;..' The last item is the Declaration of Restrictions which binds Tires Plus to certain permitted and non-permitted uses, architectural standards and screening (see Attachment gl). HRA August 18, 1995 Page 2 If the HRA is in agreement with thc terms and conditions of the attached purchase agreement, staff would reco~end approval of the purchase agreement between the I-IRA and Tires Plus Groupe, Ltd. for the purchase price of $260,000. ATTACHMENTS 1. Purchase agreement. · o Page: 1 Date: 09/07/95 # ice # City of Chanhassen Detail Claims Roster Description Checking Account 1010 ASHWOR - DONAT.D ASHWORTH 082295 SPRINGSTED MEETING Total for Vendor: ASHWOR ROARUN - ROAD RUNNER 55193 DELIVERY SERVICES Total for Vendor: ROARUN Total for Checking Acoount: 1010 ** Tot~l ** Amount 25.21 25.21 49.15 49.15 74 t36 $74.36 Page: 1 Date: 08/28/95 Vend % Invoice # City of Chanhassen Detail Claims Roster Description Amount 320.32 320.32 1,680.00 1,680.00 520.52 520.52 734.07 734.07 525.00 525.00 1,512.00 1,512.00 600.00 600.00 Checking Account 1010 BARASC - BARTON ASCHMANASSOC. 127481 WEST 79TH Total for Vendor: BARASC CAMKNU - CAMPBELL, KNUTSON, SCOTT & FUCHS, P 073095 LEGAL SERVICES Total for Vendor: CAMKNU GERHAR - TODD GERPIARDT 81195 MEETINGS Total for Vendor: GERHAR HOIKOE - HOISINGTON KOEGLER GROUP 9527 SERVICES RENDERED Total for Vendor: HOIKOE KENNGR - KENNEDY & GRAVEN 81595 SERVICES RENDERED Total for Vendor: KENNGR LIOCLU - THE LIONS CLUB OF CHANHASSEN 7495 FOURTH OF JULY Total for Vendor: LIOCLU MINREA - MN REAL ESTATE JOURNAL 024699 INDUSTRIAL MAP Total for Vendor: MINREA Total for Checking Acoount: 1010 5,891.91 ** Total ** $5,891.91 o o 0 _ I il ii 0 Iiiiii · '.. iiii1! · U'I · . · · · . i · · · [NJ INd.d · ~ ,,l .,i ,. I I I I I I I I n iii ii