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1j-3 Dogwood-Tanadoona Street Improvement Project: Consider Land Purchase Agreements for ROW CITY OF CHANHASSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax 952.227.1110 Building Inspections Phone: 952.227.1180 Fax: 952.227.1190 Engineering Phone: 952.227.1160 Fax: 952.227.1170 Finance Phone: 952.227.1140 Fax: 952.227.1110 Park & Recreation Phone: 952.227.1120 Fax: 952.227.1110 Recreation Center 2310 Coulter Boulevard Phone: 952.227.1400 Fax: 952.227.1404 Planning & Natural Resources Phone: 952.227.1130 Fax: 952.227.1110 Public Works 1591 Park Road Phone: 952.227.1300 Fax: 952.227.1310 Senior Center Phone: 952.227.1125 Fax: 952.227.1110 Web Site WIIW.ci .chanhassen. mn .us MEMORANDUM 1j-3 TO: Paul Oehme, Director of Public Works/City Engineer Alyson Fauske, Assistant City Engineer oa- c'~ June 25, 2007 (tabled from June 11,2007 meeting) FROM: DATE: SUBJECT: Dogwood/Tanadoona Improvements - Project No. 06-06: Consider Land Purchase Agreements for Right of Way REQUESTED ACTION Council is requested to approve the land acquisition agreements between the City and Westwood Community Church and Gretchen Starks for the Dogwood/Tanadoona Improvements. BACKGROUND On February 12,2007, Council accepted the feasibility study. On December 12,2006, Nagell Appraisal & Consulting submitted Restricted Appraisal Reports for Westwood Church (3121 Westwood Drive) and Gretchen Starks (3301 Tanadoona Drive). On June 11,2007, Council held the assessment hearing for City Project 06-06. DISCUSSION Right of way acquisition is required along the south side of Tanadoona Drive and the east side of Dogwood Road in order to construct these improvements. The roadway is proposed to be widened to accommodate the proposed improvements. The improvements included in this project are as follows: . Reconstruction and widening of Dogwood A venue and Tanadoona Road. . Installation of storm sewer, sanitary sewer, sewer forcemain and watermain. . Replacement of lift station 19. Staff met with Gretchen Starks and representatives from Westwood Community Church to discuss the right of way acquisition. The appraisals considered land values within the southwest metro area. The appraised value for the 49,700 s.f. acquisition area from Gretchen Starks is $107,787.00. The appraised value for the 18,000 s.f. acquisition area from Westwood Community Church is $63,000.00. Values associated with each of these properties were determined by an appraiser hired by the City and the amounts are consistent with the appraised values. The right of way acquisition costs are included in the cost for City Project 06-06, Dogwood/Tanadoona Improvements. Based on the City's assessment practice forty percent of the right of way acquisition costs will be assessed to the existing benefiting properties; the City will pay for the remaining 60%. City funding is proposed from the Revolving Assessment fund. The City Attorneys office has reviewed the agreements and finds them in order. RECOMMENDA TION Staff recommends approval of the Gretchen Starks and Westwood Community Church right of way acquisitions for $107,787.00 and $63,000.00, respectively, contingent on approval of the Land Purchase Agreement, Development Contract, administrative fees, letter of credit and filing of the plat for The Arbors by July 10,2007. Attachments c: Chadd Larson, Kimley Horn & Associate The City of Chanhassen · A growing community with clean lakes, quality schools, a charming downtown, thriving businesses, winding trails, and beautiful parks. A great place to live, work, and play. RESTRICTED USE APPRAISAL REPORT PROPERTY Partial Acquisition by the City of Chanhassen 3301 Tanadoona Drive Chanhassen, MN 55331 (Peterson Revocable Trust, owner) PREPARED FOR Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 DATE December 12, 2006 NAGELL APPRAISAL & CONSULTING William R. Waytas, Appraiser Molly J. Lewis, Appraiser 7515 WAYZATA BOULEVARD, SUITE #115 MINNEAPOLIS, MINNESOTA 55426 TELEPHONE (952) 544-8966 FAX NO. (952) 544-8969 File # G0612006 NAGELL APPRAISAL & CONSULTING 7515 Wayzata Boulevard Suite #115 Minneapolis, MN 55426 Established in 1968 Minneapolis: St. Paul: Central Fax: 952-544-8966 651-209-6159 952-544-8969 Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 January 12, 2007 Dear Mr. Scott: In accordance with your request, a Restricted Use Appraisal Report has been made on the following described property regarding the partial acquisition by the city: Subject Property: 3301 Tanadoona Drive, Chanhassen The property is legally described herein. The appraisal assumes that the property meets all current environmental standards. The appraisal analysis and conclusions are subject to certain limiting conditions and assumptions described herein. As a result of our appraisal and experience, it is our opinion that the current market value of the subject property, as-is condition, as of December 12, 2006, is: BEFORE MARKET VALUE: ................................................................. $1 ,524,600 AFTER MARKET VALUE: .................................................................... $1.433.633 TOTAL ESTIMATED JUST COMPENSATION TO OWNER: .............. $ 90,967 Note: It is our opinion the proposed partial acquisition as described in the report will have no adverse effect on the marketability or value of the remainder (unless noted) due to the acquisition. Therefore, this appraisal addresses the estimated market value of the land and any site improvements within the acquisition area only. The accompanying report contains data secured from our personal investigation and from sources considered to be reliable; however, correctness is not guaranteed. To the best of our knowledge and belief, the statements contained in this report are true and correct. Neither our employment to make this appraisal, nor the compensation, is contingent upon the value reported. This report has been prepared in conformity with the code of professional ethics and standards of professional appraisal practice of the Appraisal Institute and appraisal standards set forth by Uniform Standards of Professional Appraisal Practice. Sincerely, William R. Waytas, SRA, CRP Certified General MN 4000813 Molly J. Lewis, Appraiser Appraiser MN 20391975 www.callna~ell.com 111 RESTRICTED USE APPRAISAL REPORT PROPERTY Partial Acquisition by the City of Chanhassen XXXX Tanadoona Drive Chanhassen, MN 55331 (Peterson Revocable Trust, owner) PREPARED FOR Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 DATE December 12, 2006 NAGELL APPRAISAL & CONSULTING William R. Waytas, Appraiser Molly J. Lewis, Appraiser 7515 WAYZATA BOULEVARD, SUITE #115 MINNEAPOLIS, MINNESOTA 55426 TELEPHONE (952) 544-8966 FAX NO. (952) 544-8969 File # G0612007 NAGELL APPRAISAL & CONSUL liNG 7515 Wayzata Boulevard Suite #115 Minneapolis, MN 55426 Established in 1968 Minneapolis: St. Paul: Central Fax: 952-544-8966 651-209-6159 952-544-8969 Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 January 12, 2007 Dear Mr. Scott; In accordance with your request, a Restricted Use Appraisal Report has been made on the following described property regarding the partial acquisition by the city: Subject Property: XXXX Tanadoona Drive, Chanhassen The property is legally described herein. The appraisal assumes that the property meets all current environmental standards. The appraisal analysis and conclusions are subject to certain limiting conditions and assumptions described herein. As a result of our appraisal and experience, it is our opinion that the current market value of the subject property, as-is condition, as of December 12, 2006, is: BEFORE MARKET V ALU E: ................................................................. $1,219,680 AFTER MARKET VALUE: .................................................................... $1.202.860 TOTAL ESTIMATED JUST COMPENSATION TO OWNER: .............. $ 16,820 Note: It is our opinion the proposed partial acquisition as described in the report will have no adverse effect on the marketability or value of the remainder (unless noted) due to the acquisition. Therefore, this appraisal addresses the estimated market value of the land and any site improvements within the acquisition area only. The accompanying report contains data secured from our personal investigation and from sources considered to be reliable; however, correctness is not guaranteed. To the best of our knowledge and belief, the statements contained in this report are true and correct. Neither our employment to make this appraisal, nor the compensation, is contingent upon the value reported. This report has been prepared in conformity with the code of professional ethics and standards of professional appraisal practice of the Appraisal Institute and appraisal standards set forth by Uniform Standards of Professional Appraisal Practice. Sincerely, William R. Waytas, SRA, CRP Certified General MN 4000813 Molly J. Lewis, Appraiser Appraiser MN 20391975 www.callna~elI.com 111 RESTRICTED USE APPRAISAL REPORT PROPERTY Partial Acquisition by the City of Chanhassen 3121 Westwood Drive Chanhassen, MN 55331 (Westwood Community Church, owner) PREPARED FOR Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 DATE December 12, 2006 NAGELL APPRAISAL & CONSULTING William R. Waytas, Appraiser Molly J. Lewis, Appraiser 7515 WAYZATA BOULEVARD, SUITE #115 MINNEAPOLIS, MINNESOTA 55426 TELEPHONE (952) 544-8966 FAX NO. (952) 544-8969 File # G0612005 NAGELL APPRAISAL & CONSULTING 7515 Wayzata Boulevard Suite #115 Minneapolis, MN 55426 Established in 1968 Minneapolis: St. Paul: Central Fax: 952-544-8966 651-209-6159 952-544-8969 Campbell Knutson Attn: Tom Scott, City Attorney of Chanhassen 1380 Corporate Center Curve, #317 Eagan, MN 55121 January 12, 2007 Dear Mr. Scott: In accordance with your request, a Restricted Use Appraisal Report has been made on the following described property regarding the partial acquisition by the city: Subject Property: 3121 Westwood Drive, Chanhassen The property is legally described herein. The appraisal assumes that the property meets all current environmental standards. The appraisal analysis and conclusions are subject to certain limiting conditions and assumptions described herein. As a result of our appraisal and experience, it is our opinion that the current market value of the subject property, as-is condition, as of December 12, 2006, is: BEFORE MARKET VALUE: ................................................................. $9,458,617 AFTER MARKET VALUE: .................................................................... $9.395.617 TOTAL ESTIMATED JUST COMPENSATION TO OWNER: ...............$ 63,000 Note: It is our opinion the proposed partial acquisition as described in the report will have no adverse effect on the marketability or value of the remainder (unless noted) due to the acquisition. Therefore, this appraisal addresses the estimated market value of the land and any site improvements within the acquisition area only. The accompanying report contains data secured from our personal investigation and from sources considered to be reliable; however, correctness is not guaranteed. To the best of our knowledge and belief, the statements contained in this report are true and correct. Neither our employment to make this appraisal, nor the compensation, is contingent upon the value reported. This report has been prepared in conformity with the code of professional ethics and standards of professional appraisal practice of the Appraisal Institute and appraisal standards set forth by Uniform Standards of Professional Appraisal Practice. Sincerely, William R. Waytas, SRA, CRP Certified General MN 4000813 Molly J. Lewis, Appraiser Appraiser MN 20391975 www.callnaQell.com 111 VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on the _ day of , 2007, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation, of 7700 Market Boulevard, PO Box 147, Chanhassen, MN 55317, ("Buyer"), and WESTWOOD COMMUNITY CHURCH, 3121 Westwood Drive, Excelsi6r~ Minnesota 55331, a Minnesota non-profit corporation ("Seller"). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property located in the City of Chanhassen, County of Carver, State of Minnesota, legally described as provided in Exhibit A attached hereto and made a part hereof ("Subject Property"). 3. PRICE AND TERMS. The price for the Subject Property included under this Purchase Agreement is Sixty-Three Thousand and 00/100 Dollars ($63,000.00), which Buyer shall pay in cash on the DATE OF CLOSING. 4. DEED/MARKET ABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Limited Warranty Deed, conveying good and marketable title of record, subject to: A. Building and zoning laws, ordinances, state and federal regulations; B. The lien of real property taxes and the lien of special assessments and interest due thereon, if any, payable in the year of closing which by the terms ofthis Purchase Agreement are to be paid or assumed by the Buyer. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. No general real estate taxes or installments of special assessments are owed for 2006 or prior years. Except as otherwise provided herein, Buyer shall pay general real estate taxes and " installments of special assessmerlts for the Subject Property due and payable in the year of closing, if any, and for following years; B. Buyer shall pay on or before the Date of Closing all levied and pending special assessments; C. No deferred real estate taxes (including "Green Acres" taxes under MINN. STAT. 9273.111) or special assessments are required to be paid as a result of the closing of this Agreement; D. Seller shall be'responsible for payment of special assessments identified under the Special Assessment Agreement attached hereto as Exhibit B. 6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that there has been no labor or material furnished to the Subject Property for Seller for which payment has not been made. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Subject Property in order to make, at Buyer's expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees 130674.04 1 to restore any resulting damage to the Subject Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing ofthe Subject Property without Seller's prior written consent. Seller's consent may be conditioned upon any restrictions that Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after receipt. 8. POSSESSION. Seller shall deliver possession of the Subject Property not later than the actual date of closing. 9. TITLE INSURANCE BY SELLER. Within fifteen (15) days of the date of this Agreement, Buyer shall be responsible for obtaining title evidence and reviewing title to the Subject Property. Buyer shall be allowed twenty (20) business days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10.. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed lender of documentation establishing that title has been made marketable, and if not objected to in the same' time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled closing date, whichever is later. B. If notice is given and Seller proceeds in good faith to make title marketable but the 120 days period expires without title being made marketable,.. Buyer may declare this Purchase Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. C. If Seller does not give notice of intention to make title marketable, or if notice is given but the 120 day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may (a) Undertake proceedings to correct the objections to title; or (b) Rescind this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be null and void and all eamest money paid shall be refunded to Buyer. D. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller's sole remedy is to cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. E. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer's exclusive remedy is rescission of this 130674.04 2 Purchase Agreement by notice as provided herein. If any objection is so made, Seller shall have ten (10) business days from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make title marketable within one hundred twenty (120) days from Seller's receipt of such written objection. Ifnotice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, this Agreement shall be null and void at the option of the Buyer. Neither party shall be liable for damages hereunder to the other and the earnest money, if any, shall be refunded by Seller. Buyer and Seller agree to sign a cancellation of this Agreement. 11. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at Paragraph I, above and if mailed, are effective as of the date of mailing. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following: ] XX Seller certifies that Seller does not know of any wells on the Subject Property. _ Wells on the Subject Property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: ] XX Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Subject Property. _ Individual on-site sewage treatment systems on the Subject Property are disclosed by Seller on the attached Disclosure form. 15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES. A. Seller as part of the consideration therefore, represents, warrants, and covenants with Buyer and its successors and assigns that: I. Seller warrants and represents to Buyer that, to Seller's knowledge, without investigation, no entity or person has, at any time: a) "released" or actively or passively consented to the "release" or "threatened release"of any Hazardous Substance (as defmed below) from any "facility" or "vessel" located on or used in connection with the Subject Property or adjacent tracts in violation of applicable laws; or b) taken any action in "response" to a "release" in connection with the Subject Property or adjacent tracts; or c) 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 130674.04 3 adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. 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 ~., as amended ("CERCLA") and any state environmental laws. 2. Seller has the present full authority and power to execute this Agreement and to close the sale of the Subject Property. B. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of 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 and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to nmety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Seller arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty. C. Unless required by local ordinance or lending regulations, Seller does not plan to have the Subject Property inspected. Other than the representations made in this Section, the Subject Property is being sold "AS IS" with no express or implied representations or warranties by Seller as to physical conditions or fitness for any particular purpose. D. The term "Seller's knowledge" as used herein refers to knowledge of Thomas C. Johnson, Seller's current Chairman who has been an officer of the Seller for over 10 years. 16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and representations in this Purchase Agreement by executing and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M, 117-M, or 118-M] Affidavit of Seller. 17. CLOSING. The closing (the "Closing") shall be at a location designated by Buyer, and shall occur no later than 30 days after the City of Chanhassen' s assessment hearing for City Project No. 06-06 which is tentatively scheduled for July 11,2007 ("Closing Date"). Ifthe Closing does not occur on or before December I, 2007, then this Agreement shall become null and void and the parties shall sign a cancellation of this Purchase Agreement and, in such event, the earnest money shall be retained by Seller, except where closing fails to occur due to a Buyer Contingency not being met. At closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 18. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Limited Warranty Deed. A Limited Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: "Seller certifies that the Seller does not know of any wells on the described Subject Property." 130674.04 4 (2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankrupt- cies against or involving Seller or the Subject Property; that there has been no skill, labor or material furnished to the Subject Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the -Subject Property. (3) Non-Foreien Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign person" as defmed in ~ 1445(f)(3) of such Code and such regulations. (4) Storal!e Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. ~ 116.48. (5) Well Certificate. If there is a well located on the Subject Property, a well disclosure certificate in form and substance true to form for recording. (6) Certification. A certification that the representations and/or warranties made by Seller are materially the same as were in existence on the date of this Agreement or noting any changes thereto; and (7) Public Improvement and Special Assessment Aereement. Seller's waiver of the right to appeal the assessment of Seller's property for City Project no. 06-06 in the form attached hereto as Exhibit B. (8) Other Documents. All other documents reasonably determined by either party . and the title insurance company to be necessary to transfer and provide title insurance for the Subject Property. B. At the Closing, Buyer shall execute and deliver to Seller the following: (1) All documents reasonably determined by either party and the title insurance company to be necessary to provide title insurance for the Subject Property; (2) PaYment of the Purchase Price. 19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as follows: A. Buyer shall pay: (1) Recording fee for the Limited Warranty Deed; (2) The closing fee charged by the Title Company; (3) The premium for owner's title insurance, including survey coverage; (4) State deed tax; (5) Conservation fee attributable to the Limited Warranty Deed; and (6) Costs associated with City approval of an administrative subdivision for the conveyance under the Limited Warranty Deed; (7) All costs of obtaining a title insurance commitment. B. Seller shall pay: (1) Nothing. 130674.0~ 5 20. ADDITIONAL TERMS. A. At Closing, Seller and Buyer shall execute the Public Improvement and Special Assessment Agreement in the form attached hereto as Exhibit B. B. Seller agrees that the Purchase Price is inclusive of any and all amounts for relocation expenses, and Seller agrees that by acceptance of the consideration provided for herein, Seller releases and discharges the City of Chanhassen, Minnesota, and its officers, employees, agents, successors and assigns, of and from any and all liability and claims, at law or in equity, and under any state or federal law, for relocation expenses or real and personal property taken, including damages, interest, and costs, arising out of or in connection with the acquisition of the Subject Property. Buyer and Seller (and any affiliate of Seller in possession of the Subject Property) shall. contemporaneously with execution of this Agreement, enter into an Agreement Regarding Waiver, Payment and Assignment of Relocation Benefits substantially in the form attached hereto as Exhibit C. C. The City agrees to process the administrative subdivision required for the sale of the Subject Property and pay all costs associated with the administrative subdivision on or before the Date of Closing. D. The Buyer's obligations under this Agreement are expressly contingent upon Buyer's satisfaction with each of the following prior to Closing: (1) Buyer approving construction of City Improvement Project No. 06-06 on or before the Date of Closing; and (2) Buyer determining on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of matters disclosed by a Phase I Environmental Audit or by any environmental/engineering investigation or testing of the Subject Property performed by Buyer or Buyer's agent. By executing this Agreement, Seller hereby authorize Buyer to enter upon the Subject Property at reasonable times to conduct the investigations and/or tests described herein. Buyer shall be solely responsible for all environmental tests and shall hold Seller hannless from any such costs and shall indemnify Seller for breach of this provision including reasonable attorneys' fees. E. Buyer represents, warrants, and covenants with Seller and its successors and assigns that Buyer has the present full authority and power to execute this Agreement a..11d to close the sale of the Subject Property. 21. ADDENDA. Attached are no addenda which are made a part ofthis Purchase Agreement. 22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 23. MULTIPLE ORIGINALS. Seller and Buyer have signed [number) originals of this Purchase Agreement. 130674.04 6 I agree to buy the Subject Property for the price and terms and conditions set forth above. BUYER: CITY OF CHANHASSEN By: Dated: ,2007 And: I agree to sell the Subject Property for the price and terms and conditions set forth above. SELLER: CH Its: ~ Dared:~ 2007 130674.04 7 EXHIBIT A LEGAL DESCRIPTION OF SUBJECT PROPERTY: The westerly 30 feet of the following described parcel. That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Beginning at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; u~ence South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 minutes 44 seconds West, a distance of638.58 feet; thence North 87 degrees 00 minutes 49 seconds West, a distance of 822.99 feet; thence South 1 degree 58 minutes 09 seconds East, a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of368.57 feet; thence South 41 degrees 10 minutes 18 seconds West a distance of 41 0.76 feet; thence South 7 degrees 50 minutes 18 seconds West a distance of350.24 feet; thence South 13 degrees 35 minutes 53 seconds East a distance of 397.22 feet; thence South 8 degrees 05 minutes 03 seconds East a distance of 38.84 feet; thence North 89 degrees 43 minutes 07 seconds West about 385 feet, to the shoreline of Lake Minnewashta; thence Southerly along said shoreline, to the south line of said Government Lot 8; thence North 89 degrees 40 minutes 46 seconds East, along said south line of Government Lot 8 about 1756 feet to the southeast comer of said Government Lot 8; thence South 89 degrees 32 minutes 26 seconds East, along the south line of said Northwest Quarter ofthe Southwest Quarter, a distance of 1054.74 feet, to a point 248.27 feet westerly from the southeast comer of said Northwest Quarter of the Southwest Quarter; thence North 0 degrees 34 minutes 36 seconds West a distance of 281.21 feet; thence South 89 degrees 40 minutes 26 seconds East a distance of225.90 feet; thence . North 0 degrees 23 minutes 47 seconds West a distance of 17.74 feet; t.qence North 89 degrees 05 minutes 22 seconds East a distance of20.56 feet, to the east line of said Northwest Quarter of the Southwest Quarter; thence North 0 degrees 54 minutes 38 seconds West; along last said East line, a distance of 1046.12 feet to said point of beginning. EXCEPT That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9, Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 130674.04 8 minutes 44 seconds West, a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 131.14 feet to the point of beginning of the land to be described; thence continuing South 71 degrees 39 minutes 26 seconds East, a distance of 486.30 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 451.81 feet; thence North 71 degrees 39 minutes 26 seconds West, a distance of486.30 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 451.81 feet to the point of beginning. ALSO EXCEPT That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principle Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds \Vest, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to point hereinafter referred to as "Point A", thence North 69 degrees 13 minutes 44 seconds West a distance of283.3 8 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet to the point of beginning of the land to be described; thence continuing South 71 degrees 39 minutes 26 seconds East a distance of 15.96 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 451.81 feet; thence North 71 degrees 39 minutes 26 seconds West, a distance of 131.14 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 40.62 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point A"; thence North 87 degrees 00 minutes 49 seconds West a distance of 822.99 feet; thence South 1 degree 58 minutes 09 seconds East a distance of206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of 303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of390.62 feet to the point of beginning. ALSO EXCEPT: All of ZIMMERMAN FARM 1ST ADDITION, according to the recorded plat thereof, including Lots 1 and 2, Block 1, and the roads dedicated to the public in said plat. ALSO EXCEPT: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section Nine (9), Township One Hundred Sixteen (116) North, Range Twenty- three (23) West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 130674.04 9 minutes 44 seconds West, a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 617.44 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 451.81 feet to the point of beginning of the land to be described; thence continuing North 10 degrees 46 minutes 16 seconds East; a distance of 56.31 feet; thence North 69 degrees 42 minutes 15 seconds West, a distance of 131.82 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 60.84 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 131.14 feet to the point of beginning. ALSO EXCEPT: That part of the Southwest Quarter of the Northwest Quarter, Section Nine (9), Township One Hundred Sixteen (116) North, Range Twenty-Three (23) West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West (based ona bearing of North 0 degrees 35 minutes 15 seconds West for a straight line between the northwest comer and the southwest comer of said section 9) a distance of 750.1 feet to the point of beginning of the land to be described; thence continue North 69 degrees 42 minutes 15 seconds West a distance of228.35 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet to the northerly comer of the easterly end of Field Lane, dedicated in SUNSET HILL ON LAKE MINNEW ASHT A, according to the found monumentation of the recorded plat thereof; thence South 38 degrees 21 minutes 19 seconds East, along said easterly end ofField Lane, a distance of 40.00 feet to the southerly comer of said easterly end ofland as monumented; thence North 69 degrees 13 minutes 44 seconds West, along the southerly line of said Field Lane as monumented, a distance of283.3 8 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 40.62 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 486.30 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 60.84 feet to said point of beginning. 130674.04 10 ~ CIJ ~ ~ 'b ~ ~I t! ~;: ~ ~ .J ~~ ~ 1 ----.---- 4- ~ SUR~YOR'S NOn::S: NO FIELD WORK WAS PERFORMED IN ORDER TO COUPlETE THIS EASEMENT SKETCH. DENOTES PROPOSED RIGHT-OF-WAY AREA 10 BE ACQl.IlRED ~ ~;': 2<0;:; o::~"' ~&g >-~- WzS --'=>< ~:il": ~~tii z o F' a.. o 5 Ci~ ~ "". 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PriDc:ipalr.t<ridIm,describcd..1"DlIows: ~&Id1o~_orald~QII:InorOCdIoNldt._~'IbooDceNMII.69clopd4Z~J5.........Wal(b...,jOQ.beariDgo!N<dlO depeos"tIIIlloIcIIS~W..r..-.IlnlId4.._Iho~I_-aIloo~.........afoald-"-!l).dbloo><col7S0.lfedto!bopOiotot ~ot!bolaadtobc""la..llcd:~c:oodauoNonh69dilC'='4ZmialdeI15&OC0111lkWCll..dbtlDceol'22USfilet;tlleooe&Cllldt36~O/imlmdts16-=a.lc Wtstl~otlL77 CodlollH:DOI1Ioaty_ota..<lIIIolIl:1ao1e1.Fad ~dcdienod\a SUNSBl'HltLONIJ.OMINNEWASHT....acconiDglO_1'OQnd ~otllal~plaItbaool':a......SodIJl4eJn:aZIIIIIoaI4I~--s.e.-.aIoD&alcIeQIoIIyoodotFicldLlDo,.&\IDCCot40.00rod.lollH: 1OIIlberl)'_ol'alcIeIllIlr1y_orlad_lDIOaIIellIOd;tlIeooaNardi69I1opaI].......le&'"........raWcst,alOIlIltlla~lillcof'f&idFioldL.-:..D>ClIlI>IDaIIoI l~of283.38fCd;........$oollhIO~46l1l!nl1os16-..adsW....Ia....cot40.Qtoot;IIIer.coSOlldl71dqruaJ~IllkIIIleIUaea:edsE.ast.dIslmcoof .B6.30bl;tbcDooNoltbIO~46........I6I1lOll1ad5E11l.dUlaaccof6O.M(eetlOaldpDlatorlq\allila. PARCEL A TRACf I / ~ PIDJ.25Oll8.3331 - ~ ~ ~ PARCEL A PIDJ.25QOS.3310 OWNBR.WESTWOOD COMMUNITY CHURCH ARBAOF PROPOSEDRIGHT'()F-WAY~ 17,907 SQ.Ff /0.41 ACRES r-_ I -- I I <:;;'iNE;HMAN ."A!IN fSr .~ ,.. -- --- - - D'J:/((jN / ( " I "" '~ "" '5" JJ~ I -- I -------{ I ~ I .-----~ I ~ I I I -, I TRACf Z TRACf 3 TRACf 4 TRACf S ~:NESOTA " ~ ~~!2; 1r.E2~dh~ ~I 4- ~ MAP 0' ...I\. PARca A 8,T.l15,R.Z5 ~ II I. .1 Ii II "I n It II It I.' ., EXHIBIT B PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT AGREEMENT made this day of , 2007, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") and WESTWOOD COMMUNITY CHURCH, a non,..profit corporation (the "Owner"). RECITALS A. Owner is the fee owner of property located in the City ofChanhassen, Carver County, Minnesota, as legally described in the attached Exhibit "A" (the "Subject Property"). B. The City has approved Dogwood Road Improvements, City Project No. 06-06, which includes street, storm drainage, watermain and sanitary sewer improvements along Dogwood Road on the east shore of Lake Minnewashta. C. Owner acknowledges that the improvements identified in City Project No. 06-06 will benefit the Subject Property. NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS. THE PARTIES AGREE AS FOLLOWS: 1. PUBLIC IMPROVEMENTS. The City will construct the improvements identified for City Project No. 06-06 which serve the Subject Property generally in accordance with the approved Feasibility Report, Dogwood Road Improvements City Project No. 06-06, prepared by Kimley-Hom and Associates, Inc., February, 2007 ifbids satisfactory to the City are received. 2. SPECIAL ASSESSMENTS. If the Public Improvement is constructed, the City will assess the principal amount of $56,221 ~82 against the Subject Property for the Public Improvement. The assessment shall be deemed adopted on the date this Agreement is signed by the City. The assessment shall be paid over a 1 O-year period without defennent, together with 6% interest on the unpaid balance. Interest shall accrue 60 days after City Council approval of the assessment roll. The first installment shall be due and payable with first half of property taxes in 2008. The Owner waives any and all procedural and substantive objections to the installation of the public improvements and the special assessment, including but not limited to hearing requirements and any claim that the assessment exceeds the benefit to the property. The Owner waives any appeal rights otherwise available pursuant to M.S.A. ~ 429.081. 130674.04 11 3. BINDING EFFECT; RECORDING. This Agreement shall be binding upon the Owner and the Owner's successors and assigns. This Agreement may be recorded against the title to the subject property. CITY OF CHANHASSEN BY: , Mayor (SEAL) AND , City Manager OWNER: WESTWOOD COMMUNITY CHURCH BY: Its AND Its STATE OF NITNNESOTA ) ( ss. COUNTY OF CARVER ) The foregoing instrument was acknowledged before me this day of , 2007, by and by . the Mayor and City Manager of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC 130674.04 12 STATE OF MINNESOTA ) ( ss. COUNTY OF CARVER ) day of and by ilie ~d of Westwood Community Church, a Minnesota non-profit The foregoing instrument was acknowledged before me this , 2007, by corporation, on its behalf. DRAFTED BY: CAMPBELL KNuTSON Professional Association 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, Minnesota 55121 Telephone: (651) 452-5000 130674.04 NOTARY PUBLIC 13 EXHIBIT A TO PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT Legal Description of Subject Property: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Beginning at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 minutes 44 seconds West, a distance of 638.58 feet; thence North 87 degrees 00 minutes 49 seconds West, a distance of 822.99 feet; thence South 1 degree 58 minutes 09 seconds East, a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of368.57 feet; thence South 41 degrees 10 minutes 18 seconds West a distance of 410.76 feet; thence South 7 degrees 50 minutes 18 seconds West a distance of350.24 feet; thence South 13 degrees 35 minutes 53 seconds East a distance of 397.22 feet; thence South 8 degrees 05 minutes 03 seconds East a distance of 38.84 feet; thence North 89 degrees 43 minutes 07 seconds West about 385 feet, to the shoreline of Lake Minnewashta; thence Southerly along said shoreline, to the south line of said Government Lot 8; thence North 89 degrees 40 minutes 46 seconds East, along said south line of Government Lot 8 about 1756 feet to the southeast comer of said Government Lot 8; thence South 89 degrees 32 minutes 26 seconds East, along the south line of said Northwest Quarter of the Southwest Quarter, a distance of 1054.74 feet, to a point 248.27 feet westerly from the southeast comer of said Northwest Quarter of the Southwest Quarter; thence North 0 degrees 34 minutes 36 seconds West a distance of. 281.21 feet; thence South 89 degrees 40 minutes 26 seconds East a distance of225.90 feet; thence North 0 degrees 23 minutes 47 seconds West a distance of 17.74 feet; thence North 89 degrees 05 minutes 22 seconds East a distance of20.56 feet, to the east line of said Northwest Quarter of the Southwest Quarter; thence North 0 degrees 54 minutes 38 seconds West; along last said East line, a distance of 1046.12 feet to said point of beginning. EXCEPT That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9, Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has abearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence 130674.04 14 South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 minutes 44 seconds West, a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 131.14 feet to the point of beginning of the land to be described; thence continuing South 71 degrees 39 minutes 26 seconds East, a distance of 486.30 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 451.81 feet; thence North 71 degrees 39 minutes 26 seconds West, a . distance of 486.30 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 451.81 feet to the point of beginning. ALSO EXCEPT That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principle Meridian, described as follows: Commencing at the southeast coiner of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to point hereinafter referred to as "Point A", thence North 69 degrees 13 minutes 44 seconds West a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet to the point of beginning of the land to be described; thence continuing South 71 degrees 39 minutes 26 seconds East a distance of 15.96 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 451.81 feet; thence North 71 degrees 39 minutes 26 seconds West, a distance of 131.14 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 40.62 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point A"; thence North 87 degrees 00 minutes 49 seconds West a distance of 822.99 feet; thence South 1 degree 58 minutes 09 seconds East a distance of206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of 303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of390.62 feet to the point of beginning. ALSO EXCEPT: All of ZIMMERMAN FARM 1ST ADDITION, according to the recorded plat thereof, including Lots 1 and 2, Block 1, and the roads dedicated to the public in said plat. ALSO EXCEPT: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section Nine (9), Township One Hundred Sixteen (116) North, Range Twenty- three (23) West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of18.77 feet; thence 130674.04 15 South 38 degrees 21 minutes 19 seconds East, a distance of 40.00 feet; thence North 69 degrees 13 minutes 44 seconds West, a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 617.44 feet; thence North 10 degrees 46 minutes 16 seconds East, a distance of 451.81 feet to the point of beginning of the land to be described; thence continuing North 10 degrees 46 minutes 16 seconds East; a distance of 56.31 feet; thence North 69 degrees 42 minutes 15 seconds West, a distance of131.82 feet; thence South 10 degrees 46 minutes 16 seconds West, a distance of 60.84 feet; thence South 71 degrees 39 minutes 26 seconds East, a distance of 131.14 feet to the point of beginning. ALSO EXCEPT: That part of the Southwest Quarter of the Northwest Quarter, Section Nine (9), Township One Hundred Sixteen (116) North, Range Twenty-Three (23) West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West (based on a bearing of North 0 degrees 35 minutes 15 seconds West for a straight line between the northwest corner and the southwest comer of said section 9) a distance of 750.1 feet to the point of beginning of the land to be described; thence continue North 69 degrees 42 minutes 15 seconds West a distance of 228.35 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet to the northerly comer of the easterly end of Field Lane, dedicated in SUNSET HILL ON LAKE MINNEW ASHT A, according to the found monumentation of the recorded plat thereof; thence South 38 degrees 21 minutes 19 seconds East, along said easterly end ofField Lane, a distance of 40.00 feet to the southerly comer of said easterly end ofland as monumented; thence North 69 degrees 13 minutes 44 seconds West, along the southerly line of said Field Lane as monumented, a distance of283.3 8 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 40.62 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 486.30 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 60.84 feet to said point of beginning. EXCEPT: The westerly 30 feet of the above described Subject Property. 130674.04 16 EXlDBIT C A2l"eement Re~ardin~ Waiver. Payment and Assieument of Relocation Benefits TillS AGREEMENT REGARDING WAIVER AND ASSIGNMENT OF RELOCATION BENEFITS (this "Agreement") is made as of ,2007, by and among WESTWOOD COMMUNITY CHURCH, a Minnesota non-profit corporation ("Seller"), the CITY OF CHANHASSEN, a Minnesota municipal corporation ("Buyer"). RECITALS: Seller and Buyer entered into a purchase agreement (the "Purchase Agreement") dated as of , 2007, related to certain property in Chanhassen, Minnesota. Seller has been advised of its rights and payments that Seller may be eligible to receive pursuant to the Uniform Relocation Assistance Act (the "Act"). Seller acknowledges it has sought and received the advice of legal counsel and has been specifically advised as to relocation, moving, reestablishment, and other costs that may be available to the Seller under the Act. Seller and Buyer desire to enter into this Agreement to confirm their understanding of the Seller's waiver, sale and assignment of any claim for any relocation benefits and/or other relocation costs due or payable to Seller, whether pursuant to the Act or otherwise. . NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Effective as of the date hereof, Seller hereby acknowledges that the payment of the Purchase Price includes payment for Relocation Benefits and hereby waives any right to receive any additional relocation payments pursuant to the Act (or other federal or state law provisions) with respect to the Property. 2. Effective as of the date hereof, Seller hereby sells, transfers and assigns to Buyer any benefits, payments, claims, or other rights due or payable to Seller pursuant to the Act (or other federal or state law provisions) with respect to the Property. 3. Seller acknowledges that it has freely waived such rights of its own volition. 4. Seller acknowledges that it has waived such rights with full knowledge of the specific relocation benefits to which it would otherwise be entitled. 5. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 130674.04 17 6. This Agreement shall be null and void if the Purchase Agreement shall terminate or if Closing under the Purchase Agreement shall fail to occur for any reason. IN WITNESS WHEREOF, this Waiver of Relocation Benefits Agreement has been executed by the parties hereto as of the day and year first above written. SELLER: WESTWOOD COMMUNITY CHURCH By: Its: BUYER: CITY OF CHANHASSEN By: . Mayor And: Todd Gerhardt, City Manager 130674.04 18 VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on the _ day of ,2007, by and between the CITY OF CBANHASSEN, a Minnesota municipal corporation, of7700 Market Boulevard, PO Box 147, Chanhassen, MN 55317, ("Buyer"), and GRETCHEN L.F. STARKS AS TRUSTEE OF THE PETERSON REVOCABLE TRUST UNDER AGREEMENT DATED JANUARY 25, 2001 ("Seller"). 2. OFFER! ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property located in the City ofChanhassen, County of Carver, State of Minnesota, legally described as provided in Exhibit A attached hereto and made a part hereof ("Subject Property"). 3. PRICE AND TERMS. The price for the real and personal property included under this Purchase Agreement is One Hundred Seven Thousand Seven Hundred Eighty Seven and 00/1 00 Dollars ($107,787.00), which Buyer shall pay in cash on the closing date ("Closing Date"). 4. DEEDIMARKET ABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Limited Warranty Deed, conveying good and marketable title of record, subject to: A. Building and zoning laws, ordinances, state and federal regulations; B. The lien of real property taxes and the lien of special assessments and interest due thereon, if any, payable in the year of closing which by the terms of this Purchase Agreement are to be paid or assumed by the Buyer pursuant to section 5B below. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years' Delinauent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes payable in the year of Closing based on the value of the land only shall be prorated on a square footage basis between Seller and Buyer on a calendar year basis to the Date of Closing. Seller shall be responsible for all real estate taxes payable in the year of Closing based on the value of the building. Buyer shall assume installments not paid at Closing. Seller shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable by Seller in the year of Closing. C. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable in the year of Closing shall be paid by Seller at Closing. D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied as of the date of this Purchase Agreement. 130681.06 I i I I E. City Improvement Proiect No. 06-06. Seller shall be responsible for payment of special assessments identified under the Special Assessment Agreement attached hereto as Exhibit B. 6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIENW ARRANTIES. Seller warrants that, to Seller's knowledge, without investigation, buildings on adjoining real property, if any, are entirely outside of the boundary lines of the property. Seller warrants that, to Seller's knowledge, without investigation, there is a right of access to the real property from a public right of way. Seller warrants that there has been no labor or material furnished to the property for Seller for which payment has not been made. Seller warrants that, to Seller's knowledge, without investigation, there are no present violations of any restrictions relating to the use or improvement of the property. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys, measurements, environmental, soil tests and other tests that Buyer shall deem necessaxy. Buyer agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller's prior written conSent, which consent shall not be unreasonably withheld. Seller's consent may be conditioned upon any restrictions that Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, environmental, soil tests or other tests within five (5) days after receipt. 8. POSSESSION. Seller shall deliver possession of the property not later than the actual date of closing. 9. TITLE INSURANCE BY SELLER. Buyer shall be responsible for obtaining title evidence and reviewing title to the Subject Property. Buyer shall be allowed twenty (20) business days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. The administrative subdivision required for the conveyance contemplated hereWlder shall not be a basis for objection to the marketability of title. 10. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. 130681.06 A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed lender of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled closing date, whichever is later. B. If notice is given and Seller proceeds in good faith to make title marketable but the 120 days period expires without title being made marketable, Buyer may declare this Purchase Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. C. If Seller does not give notice of intention to make title marketable, or if notice is given but the 120 day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, anyone or more of the following: 1. Proceed to closing without waiver or merger in the Deed of the objections to title and without waiver of any remedies, and may: (a) Seek damages, costs, and reasonable lawyer's fees from Seller as permitted by law (damages under this subparagraph (a) shall be limited to the cost of curing objections to title, and consequential damages are excluded); or, (b) Undertake proceedings to correct the objections to title; 2. Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be null and void and all earnest money paid shall be refunded to Buyer; 3. Damages from Seller including costs and reasonable lawyer's fees, as permitted by law; 4. Specific performance within six months after such right of action arises. D. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: 1. Cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. The parties acknowledge their intention that any note given pursuant to this contract is a down payment note, and may be presented for payment notwithstanding cancellation; 2. Seek specific performance within six months after such right of action arises, including costs and reasonable lawyer's fees, as permitted by law. E. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer's exclusive remedy is rescission of this Purchase Agreement by notice as provided herein. . If any objection is so made, Seller shall have ten (10) business days from receipt of Buyer' s written title objections to notify Buyer of Seller's intention to make title marketable within one hundred twenty (120) days from Seller's receipt of such written objection. If notice is give~ payments hereunder required shall be postponed pending correction of title, but upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, this Agreement shall be null and void at the option of the Buyer. Neither party shall be liable for damages hereunder to the other and the earnest money, if any, shall be refunded by Seller. Buyer and Seller agree to sign a cancellation of this Agreement. 130681.06 11. NOTICES. All notices required herein shall be in writing and delivered. personally or mailed. to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of mailing. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13_ WELL DISCLOSURE. [Check one of the following: ] XX Seller certifies that Seller does not know of any wells on the property. _ Wells on the property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: ] XX Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the property. _ Individual on-site sewage treatment systems on the property are disclosed. by Seller on the attached Disclosure form. 15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES. Unless required. by local ordinance or lending regulations, Seller does not plan to have the property inspected. The property is being sold "AS IS" with no express or implied representations or warranties by SeHer as to physical conditions or fitness for any particular purpose. 16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and representations in this Purchase Agreement by executing and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M, 117-M, or 1 18-M] Affidavit of SeHer. 17. CLOSING. The closing (the "Closing") shall be at a location designated by Buyer, and shall occur no later than 30 days after the City of Chanhassen' s assessment hearing for City Project No. 06-06 which is tentatively scheduled for July 11, 2007 ("Closing Date"). If the Closing does not occur on or before September 1,2007, then this Agreement shall become null and void and the parties shall sign a cancellation of this Purchase Agreement. At closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 18. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Limited Warranty Deed. A Limited Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: "Seller certifies that the Seller does not know of any wells on the described Property." (2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which 130681.06 mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) N on-Foreil!ll Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign person" as defined in ~ 1445(f)(3) of such Code and such regulations. (4) Stora2e Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. ~ 116.48. (5) Well Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Public Imnrovement and Special Assessment Al!reement. Seller's waiver of the right to appeal the assessment of Seller's property for City Project no. 06-06 in the form attached hereto as Exhibit B. (7) Other Documents. All other documents reasonably determined by either party and the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyer shall execute and deliver to Seller the following: (1) All documents reasonably determined by either party and the title insurance company to be necessary to provide title insurance for the Property; (2) Payment of the Purchase Price. 19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as follows: A. Buyer shall pay: (1) Recording fee for the Limited Warranty Deed; (2) The closing fee charged by the Title Company; (3) All costs of obtaining a title insurance commi1ment and the premium for owner's title insurance, including survey coverage; (4) State deed tax; (5) Conservation fee attributable to the Limited Warranty Deed; and (6) Costs associated with City approval of an administrative subdivision for the conveyance under the Limited Warranty Deed; (7) Reimbursement of Seller's appraisal costs for the appraisal prepared by CB Richard Ellis in the amount of $1,200.00. 20. ADDITIONAL TERMS. A. At Closing, Seller and Buyer shall execute the Public Improvement and Special Assessment Agreement in the form attached hereto as Exhibit B. B. Seller agrees that the Purchase Price is inclusive of any and all amounts for relocation expenses, and Seller agrees that by acceptance of the consideration provided for herein, Seller releases and discharges the City of Chanhassen, Minnesota, and its officers, employees, agents, successors and assigns, of and from any and all liability and claims, at 130681.06 law or in equity, and under any state or federal law, for relocation expenses or real and personal property taken, including damages, interest, and costs, arising out of or in connection with the acquisition of the Property. Buyer and Seller (and any affiliate of Seller in possession of the Property) shall, contemporaneously with execution of this Agreement, enter into an Agreement Regarding Waiver, Payment and Assignment of Relocation Benefits substantially in the form attached hereto as Exhibit C. C. The City agrees to process the administrative subdivision required for the sale of the Subject Property and pay all costs associated with the administrative subdivision. D. The Buyer's obligations under this Agreement are expressly contingent upon Buyer's satisfaction with each of the following prior to Closing: (1) Buyer approving construction of City Improvement Project No. 06-06 on or before the Date of Closing; and (2) Buyer determining on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of matters disclosed by a Phase I Environmental Audit or by any environmental/engineering investigation or testing of the Subject Property performed by Buyer or Buyer's agent. By executing this Agreement, Seller hereby authorize Buyer to enter upon the Subject Property at reasonable times to conduct the investigations and/or tests described herein. Buyer shall be solely responsible for all environmental tests and shall hold Seller harmless from any such costs and shall indemnify Seller for breach of this provision including reasonable attorneys' fees. E. The City will construct a berm on Seller's remaining property for additional screening along Tanodoona Drive at the time of construction of City Project No. 06-06 based on the plans and specifications attached hereto as Exhibit "D". The City will cooperate with Seller's in designing the berm, which will be no higher than 5 feet, no longer than 350 feet, and constructed in accordance with City Code and any other applicable stated, federal and local laws. Construction of the berm is conditioned upon Seller's providing the City with a Right of Entry in a form acceptable to Buyer for the construction work. 23. MULTIPLE ORIGINALS. Seller and Buyer have signed [number] originals of this Purchase Agreement. i j I I t. I I i. I I I I I 21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement. 22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 130681.06 EXlDBIT A LEGAL DESCRIPTION OF SUBJECT PROPERTY: Parcel A: The westerly and northerly 30 feet of the following described parcellocated in the County of Carver, State of Minnesota: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to a point hereinafter referred to as "Point An; thence North 69 degrees 13 minutes 44 seconds West a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet, to the point of beginning of the land to be described; thence North 71 degrees 39 minutes 26 seconds West a distance of 115.18 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 492.43 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point A"; thence North 87 degrees 00 minutes 49 seconds West a distance of22.78 feet, to a point hereinafter known as "Point X"; thence North 87 degrees 00 minutes 49 seconds West a distance of 800.21 feet; thence South 1 degree 58 minutes 09 seconds East a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of 390.62 feet to the point of beginning, subject to easements, if any. Which lies westerly of a line drawn South 26 degrees 28 minutes 40 seconds West from the above referenced "Point X". Parcel B: The most northerly 30 feet of the following described parcel, abutting Tanadoona Drive, in the County of Carver, State of Minnesota: 130681.06 That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to a point hereinafter referred to as "Point A"; thence North 69 degrees 13 minutes 44 seconds West a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet, to the point of beginning of the land to be described; thence North 71 degrees 39 minutes 26 seconds West a distance of 115.18 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 492.43 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point A"; thence North 87 degrees 00 minutes 49 seconds West a distance of22.78 feet, to a point hereinafter known as "Point X"; thence North 87 degrees 00 minutes 49 seconds West a distance of 800.21 feet; thence South 1 degree 58 minutes 09 seconds East a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of 390.62 feet to the point of beginning, subject to easements, if any. Which lies easterly of a line drawn South 26 degrees 28 minutes 40 seconds West from the above referenced "Point X". 130681.06 I agree to buy the property for the price and terms and conditions set forth above. BUYER: CITY OF CHANHASSEN By: Dated: And: I agree to sell the property for the price and terms and conditions set forth above. SELLER: GRETCHEN L.F. STARKS AS TRUSTEE OF THE PETERSON REVOCABLE TRUST UND~NTDATED JANU } ,20 1~ ~ By: l · ~ Gretchen L.F. Starks, Trustee Dated: 130681.06 , 2007 , 2007 I j I ! I ! I I I I I I ! ! ~ I I. ! I I I I ; ! . I I I I I.. [. ~ I j EXHffiIT B PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT AGREEMENT made this day of ,2007, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") and GRETCHEN L.F. STARKS AS TRUSTEE OF THE PETERSON REVOCABLE TRUST UNDER AGREEMENT DATED JANUARY 25, 2001 (the "Owner"). RECITALS A. Owner is the fee owner of two parcels located in the City of Chanhassen, Carver County, Minnesota, as legally described in the attached Exhibit "A" (separately identified as "Parcels A and B", collectively identified as the "Subject Property"). B. The City has approved Dogwood Road Improvements, City Project No. 06-06, which includes street, storm drainage, watermain and sanitary sewer improvements along Dogwood Road on the east shore of Lake Minnewashta. C. Owner acknowledges that the improvements identified in City Project No. 06-06 will benefit the Subject Property. NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS FOLLOWS: 1. PUBLIC IMPROVEMENTS. The City will construct the improvements identified for City Project No. 06-06 which serve the Subject Property generally in accordance with the approved Feasibility Report, Dogwood Road Improvements City Project No. 06-06, prepared by Kimley-Horn and Associates, Inc., February, 2007 if bids satisfactory to the City are received. 2. SPECIAL ASSESSMENTS. If the Public Improvement is constructed, the City will assess the following principal amount for the Public Improvement: Parcel A: $74,610.54 The assessment shall be deemed adopted on the date this Agreement is signed by the City. The assessment shall be paid over a lO-year period without deferment, together with 6% interest on the unpaid balance. Interest shall accrue 60 days after City Council approval of the assessment 130681.06 roll. The first installment shall be due and payable with first half of property taxes in 2008. The O\VI1er waives any and all procedural and substantive objections to the installation of the public improvements and the special assessments, including but not limited to hearing requirements and any claim that the assessment exceeds the benefit to the property. The O\VI1er waives any appeal rights otherwise available pursuant to M.S.A. ~ 429.081. 3. BINDING EFFECT; RECORDING. This Agreement shall be binding upon the O\VI1er and the O\VI1er's successors and assigns. This Agreement may be recorded against the title to the subject property. CITY OF CHANHASSEN BY: (SEAL) , Mayor AND , City Manager OWNER: GRETCHENL.F. STARKS AS TRUSTEE OF TIlE PETERSON REVOCABLE TRUST UNDER ::REJ1j~:~ Gretchen L.F. Starks, Trustee 130681.06 STATE OF MINNESOTA ) ( ss. COUNTY OF CARVER ) The foregoing instrument was acknowledged before me this day of , 2007, by and by , the Mayor and City Manager of the City of Ch~mhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC STATE OF MINNESOTA ) ( ss. COUNTY OF CARVER ) The foregoing instrument was acknowledged before me this day of ,2007, by Gretchen L.F. Starks as Trustee of the Peterson Revocable Trust Under Agreement dated January 25. 2001, on its behalf. NOTARY PUBLIC DRAFTED BY: CAMPBElL KNuTsON Professional Association 317 Eagandale Office Center 1380 Corporate Center Curve Eagan, Minnesota 55121 Telephone: (651) 452-5000 130681.06 EXHIBIT A TO PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT Legal Description of Subject Property: Parcel A: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, in the County of Carver, State of Minnesota described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to a point hereinafter referred to as "Point A"; thence North 69 degrees 13 minutes 44 seconds West a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet, to the point of beginning of the land to be described; thence North 71 degrees 39 minutes 26 seconds West a distance of 115.18 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 492.43 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point A"; thence North 87 degrees 00 minutes 49 seconds West a distance of22.78 feet, to a point hereinafter known as "Point X"; thence North 87 degrees 00 minutes 49 seconds West a distance of 800.21 feet; thence South 1 degree 58 minutes 09 seconds East a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of 303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of 390.62 feet to the point of beginning, subject to easements, if any. Which lies westerly of a line drawn South 26 degrees 28 minutes 40 seconds West from the above referenced "Point X". Except the westerly and northerly 30 feet of the above described parcel. Parcel B: That part of the Northwest Quarter of the Southwest Quarter and the Southwest Quarter of the Northwest Quarter of Section 9 and that part of Government Lots 8 and 9 of Section 8, all in Township 116 North, Range 23 West of the 5th Principal Meridian, in the County of Carver, State of 130681.06 Minnesota, described as follows: Commencing at the southeast comer of said Southwest Quarter of the Northwest Quarter; thence North 69 degrees 42 minutes 15 seconds West, assuming the west line of said Northwest Quarter of the Southwest Quarter has a bearing of North 0 degrees 32 minutes 39 seconds West, a distance of 978.50 feet; thence South 36 degrees 06 minutes 16 seconds West a distance of 18.77 feet; thence South 38 degrees 21 minutes 19 seconds East a distance of 40.00 feet, to a point hereinafter referred to as "Point A"; thence North 69 degrees 13 minutes 44 seconds West a distance of283.38 feet; thence South 10 degrees 46 minutes 16 seconds West a distance of 492.43 feet; thence South 71 degrees 39 minutes 26 seconds East a distance of 115.18 feet, to the point of beginning of the land to be described; thence North 71 degrees 39 minutes 26 seconds West a distance of 115.18 feet; thence North 10 degrees 46 minutes 16 seconds East a distance of 492.43 feet; thence North 69 degrees 13 minutes 44 seconds West a distance of355.20 feet, to a point distant 638.58 feet northwesterly from the above referenced "Point At!; thence North 87 degrees 00 minutes 49 seconds West a distance of22.78 feet, to a point hereinafter known as "Point Xt!; thence North 87 degrees 00 minutes 49 seconds West a distance of 800.21 feet; thence South 1 degree 58 minutes 09 seconds East a distance of 206.39 feet; thence South 28 degrees 11 minutes 51 seconds West a distance of 303.66 feet; thence South 63 degrees 31 minutes 20 seconds East a distance of 1266.35 feet, to the intersection with a line bearing South 26 degrees 28 minutes 40 seconds West from the point of beginning; thence North 26 degrees 28 minutes 40 seconds East a distance of 390.62 feet to the point of beginning, subject to easements, if any. Which lies easterly of a line drawn South 26 degrees 28 minutes 40 seconds West from the above referenced "Point X". Except the most northerly 30 feet of the above described parcel, abutting Tanadoona Drive. 130681.06 , j ~ ,. i i I i i i ! I I I I i i '$.~ Z"'-lO 0::'(::'" Oij'i'" :r. ","$ -r'$..,j 11~~ ~o(>. ~~~ , \ ,. :~t''f:f.~.'f:!:..il!!--'''' . V,:.,s01A ----~ ~\ ~ "O,os,",,""'O'W".""""""'. ..-',..... ,,-,........ _..._".....- ~_or..~~.......- ".' "'" _"W""""'~ " :r~~9~ ;_".",..__,,~...,._~_W""'''''''''-'''''>C' ~ "",,,,,, ",,,,,,,,,, ~,"T_Of-"T ~ ...", TO B< ",."... ~ S\JR~'(QR'SI'l1)1E~r~~ ~~~. f'0Itt1.~ - ---- - , WI \" \ \ ~" Ii ~ r . 11 ~ !f1l"" ~,'.ll ~ l:ill~!l ~';lm! 'Jl!! 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PARCEL I~ J I ~~':~:T~ON I; I , I~ Ii -! ... .... ~ ~ _ _ ~1H~~l2!..8.~T,...!llI..!!:....!L- _ _ _ -+- _ _ -!J _ ~1It~~'I'Of1llt!!.1/'SEt:.g,~le~_ PIO~2""""20 Ii 1 . AREA OF PROPOSED RlGHT-OF-WAY= 11,474 SQ.Ff I 0.26 ACRES I~ / I" . I~ ~ I. i! Ig I~ I I Ii' ,f: I. SOUtH UN[ 'S CovT LOT ,,~" '- "<~ , 'f i1 I: Ii II h r III Ii, I EXlllBIT C Aueement Re2ardin2 Waiver. Payment and Assilmment of Relocation Benefits TIDS AGREEMENT REGARDING WAIVER AND ASSIGNMENT OF RELOCATION BENEFITS (this "Agreement") is made as of ,2007, by and between GRETCHEN L.F. STARKS AS TRUSTEE OF THE PETERSON REVOCABLE TRUST UNDER AGREEMENT DATED JANUARY 25, 2001, ("Seller"), the CITY OF CHANBASSEN, a Minnesota municipal corporation ("Buyer"). RECITALS: Seller and Buyer entered into a purchase agreement (the "Purchase Agreement") dated as of , 2007, related to certain property in Chanhassen, Minnesota. Seller has been advised of its rights and payments that Seller may be eligible to receive pursuant to the Uniform Relocation Assistance Act (the "Act"). Seller acknowledges it has sought and received the advice of legal counsel and has been specifically advised as to relocation, moving, reestablishment, and other costs that may be available to the Seller under the Act. Seller and Buyer desire to enter into this Agreement to confirm their understanding of the Seller's waiver, sale and assigoment of any claim for any relocation benefits and/or other relocation costs due or payable to Seller, whether pursuant to the Act or otherwise. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Effective as of the date hereof, Seller hereby acknowledges that the payment of the Purchase Price includes payment for Relocation Benefits and hereby waives any right to receive any additional relocation payments pursuant to the Act (or other federal or state law provisions) with respect to the Property. 2. Effective as of the date hereof, Seller hereby sells, transfers and assigns to Buyer any benefits, payments, claims, or other rights due or payable to Seller pursuant to the Act (or other federal or state law provisions) with respect to the Property. 3. Seller acknowledges that it has freely waived such rights of its own volition. 4. Seller acknowledges that it has waived such rights with full knowledge of the specific relocation benefits to which it would otherwise be entitled. 5. This Agreement may be executed in any number of counterparts, each of 130681.06 which shall be an original, but all of which together shall constitute one instrument. 6. Ibis Agreement shall be null and void if the Purchase Agreement shall tenninate or if Closing under the Purchase Agreement shall fail to occur for any reason. IN WITNESS WHEREOF, this Waiver of Relocation Benefits Agreement has been executed by the parties hereto as of the day and year first above written. SELLER: GRETCHEN L.F. STARKS AS TRUSTEE OF TIlE PETERSON REVOCABLE TRUST UNDER AGREEMENT DATED JANUARY 25, 2001 By: BUYER: CITY OF CHANHASSEN By: , Mayor And: Todd Gerhardt, City Manager 130681.06 \. l'~ O~~ .w- 314' " ... ........... \ " .. "0"_1 t:Xt\\s\1 \' ~ I g - .. ~ o~ ~ "",(!Io<: RO""....'t g:Hff1d- . ~ ~ 'i ~ oOI(!Io<: ",,"'tfl. SURi'"cE f. ~ . :l ~~G.Gl\IllliI!'G ~ ~ ~ . ~ aQCII c<><Sll\IJC'll"'Il'~ Z,I ~ . "\. "'....~.........CllIlll(tEYoO'l>l. ~ .)( 1\ElI0"I'- \ 11& ::\,::""- _....- ____ ~ ca<1l'~ fOICE. 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