6c. Chanhassen Transit Station Agreements
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
www.ci.chanhassen.mn.us
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MEMORANDUM
TO: Mayor and City Council
FROM:
Todd Gerhardt, City Manager
o~'
DATE:
November 23, 2009
SUBJ:
Chanhassen Transit Station Agreements
Attached are several agreements with SouthWest Transit and Bloomberg Companies
for City Council consideration. These agreements outline responsibilities and
commitments as a part of Chanhassen Dinner Theatres' site and include the
following:
1. Redevelopment Agreement Between Bloomberg Companies and the City
of Chanhassen (see Attachment #1):
Intent of This Agreement: The city intends to create a tax increment
financing district to reimburse Bloomberg Companies for special
assessments, provided that such tax increment is generated and paid by the
new development. Payment of the increment will be limited to ten years
from the date of the district's certification. The reimbursement is estimated
to be $729,253, which breaks down as follows:
Phase lA/II
Land Costs
$430,389
$298,864
$729,253
2.
Cooperative Agreement Between the City of Chanhassen and
SouthWest Transit (see Attachment #2):
Intent of This Agreement: This agreement outlines the responsibilities of the
City of Chanhassen and SouthWest Transit.
City of Chanhassen Responsibilities:
a.
Phase IA Improvements: Clearing and grubbing, retaining wall
construction, acquisition of road right-of-way, and demolition of the
Chanhassen is a Community for Life. Providing for Today and Planning for Tomorrow
Mayor & City Council
November 23,2009
Page 2
scene shop. All of the work will be assessed to Bloomberg
Companies (51 %) and SouthWest Transit (49%).
b. Phase IE Improvements: Scene shop relocation expenses ($100,000),
water main relocation ($77,500), and sanitary sewer relocation
($52,800) for a total of $230,300. This amount would be the sole
responsibility of the City of Chanhassen.
SouthWest Transit Responsibilities:
a. Phase II Improvements: Construction of the street improvements,
sidewalks, street lights, and storm sewer improvements.
b. Construction of a 420-stall parking ramp.
c. Payment of 49% of the street assessments totaling $700,655:
Phase IA
Land Costs
Phase II Road Costs
$132,153
$287,144
$281,358
$700,655
3. Purchase Agreement Between Bloomberg Companies and the City of
Chanhassen for the following (see Attachment #3):
a. Scene shop for future road right-of-way for $300,000, which will be
assessed back to Bloomberg Companies and SouthWest Transit.
b. Street right-of-way in the amount of $286,008, which will be assessed
back to Bloomberg Companies and SouthWest Transit.
c. Depot site in the amount of $140,540. The city currently owns the
depot, but it sits on Bloomberg's property. This amount would be
paid 100% by the City of Chanhassen.
4. Assessment Agreement Between Bloomberg Companies and the City of
Chanhassen (see Attachment #4):
g:\admin\tg\downtown park & ride\council update 11-23-09.doc
Mayor & City Council
November 23,2009
Page 3
Intent of This Agreement: Bloomberg Companies will agree to waive any
and all procedural and substantive objections to both the public
improvements and special assessments against their property. The city agrees
to spread the assessments over 8 years, together with 6% interest per year on
the unpaid balance. Interest shall accrue from February 2010, with the first
payment due with taxes payable in 2012 (see Attachment #6, amortization
schedule).
5. Relocation Agreements with Bloomberg Companies (see Attachment #5):
Intent of This Agreement: The City is obligated to provide relocation
services to Bloomberg Companies and International Theatres Corporation.
Bloomberg Companies' relocation benefits are including the purchase price
of the land at $726,548. The tenant also qualifies for relocation under the
Uniform Relocation Assistance Act. The relocation payment is estimated at
$100,000.
RECOMMENDATION
Staff recommends approval of the following agreements:
1. Redevelopment Agreement between Bloomberg Companies and the City of
Chanhassen.
2. Cooperative Agreement between the City of Chanhassen and SouthWest
Transit.
3. Purchase Agreement between Bloomberg Companies and the City of
Chanhassen.
4. Assessment Agreement between Bloomberg Companies and the City of
Chanhassen.
5. Relocation Agreements.
ATTACHMENTS
1. Redevelopment Agreement between Bloomberg Companies and the City
2. Cooperative Agreement between the City of Chanhassen and SouthWest Transit
3. Purchase Agreement between Bloomberg Companies and the City of Chanhassen
4. Assessment Agreement between Bloomberg Companies and the City of Chanhassen
5. Relocation Agreements
6. Amortization Schedule
7. Master Development Schedule
g:\admin\tg\downtown park & ride\council update 11-23-09.doc
"
REDEVELOPMENT AGREEMENT
IHIS REDEVELOPMENT AGREEMENT is made and entered into this Lday
of /JJ~ , 2009, by and between the city of Cha.n1;assen, a Minnesota municipal
corporation (the "City") and Bloomberg Companies Incorporated, a Minnesota corporation
("Bloomberg").
RECITALS:
WHEREAS, the City and Bloomberg have been engaged in discussions regarding the
redevelopment of an arefl of land within downtown Chanhassen that is generally shown in the
attached Exhibit A (the "Project Area"); and
WHEREAS, Southwest Transit ("Southwest Transit") is proposing to construct a parking
ramp for approximately 400 vehicles in the Project Area; and
WHEREAS, the City has initiated certain public improvements (the "Public
Improvements") to be constructed partially by the City and partially by Southwest Transit to
complement efforts by Southwest Transit to construct the parking ramp; and
WHEREAS, Bloomberg is willing to be specially assessed for a portion of the cost of the
Public Improvements under certain conditions; and
WHEREAS, the parties wish to cooperate to develop the Project Area and are willing to
proceed as described in this Agreement; and
WHEREAS, the parties acknowledge that both the City and Bloomberg will expend
substantial time and effort and will incur substantial expense to pursue development of the
Project Area; and
WHEREAS, the City and Bloomberg are willing to. lllldertake the activities described in
this Agreement only with the reasonable assurance that ea,Gi will support and cooperate with the
other in its efforts and take the actions ~ed of it by this Agreement; and
WHEREAS, the City and Bloomberg intend to exe,eute this Agreement to document their
understanding with respect to development of the Project Area and to establish the basis for
future agreements regardiIw same.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual obligations of the
parties contained herein, each does hereby represent, covenant and agree with the other as
follows:
I
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"
1. Statement of Intent.
It is the intention of the parties that the following activities will take place pursuant to this
Agreement:
(a) Parking Ramp. Southwest Transit intends to construct a parking ramp for
approximately 400 vehicles on property within the Project Area owned by
Bloomberg. Some of that property is currently subject to an easement from
Bloomberg to Southwest Transit and is used by Southwest Transit for a surface
parking lot. Southwest Transit intends to exchange its easement for fee title to
the land prior to construction of the parking ramp.
(b) Infrastructure Improvements. The City has prepared a feasibility study and
engaged in other preliminary efforts to construct infrastructure improvements to
provide access to the parking ramp from Great Plains Boulevard and Market
Boulevard and to construct certain utility improvements within the Project Area.
The City intends to acquire interests in property from Bloomberg and others to
implement the Public Improvements. The City intends to construct the Phase Ia
and Ib Public Improvements. Southwest Transit intends to construct the Phase II
Public Improvements. The Public Improvements will be paid for through a
combination of City funds, Southwest Transit funds and special assessments
levied against benefited properties, including land owned by Bloomberg. The
Phase Ia and Ib and Phase II Public Improvements are more fully described in the
Special Assessment Agreement attached hereto as Exhibit C.
(c) Scene Shop. The City intends to acquire the building used by the Chanhassen
Dinner Theater as its scene shop, demolish the structure and relocate the scene
shop.
(d) Chanhassen Depot. The City intends to acquire in fee from Bloomberg the land
on which the Chanhassen depot building is located.
(e) Tax Increment Financing District. The City intends to create a redevelopment tax
increment financing district including the land identified on the attached Exhibit
B. The district will be established at such time as the City shall determine but the
City shall have no obligation to do so after three years after demolition of the
scene shop building. Subject to the limitations of state law, the City intends to
provide for reimbursement to Bloomberg of special assessments levied against
property owned by Bloomberg for the Public Improvements under the Special
Assessment Agreement to the extent such tax increment is generated and paid by
new development within the tax increment financing district. The payment of
increment shall be limited to a period not to exceed 10 years commencing with
taxes payable in the year following certification of the tax increment financing
district. Tax increment received in any given year shall only be eligible for
reimbursement of special assessments due in the same year.
2
(t) Sale of Bloomberg Land; Redevelopment. Bloomberg intends to sell to the City
such property as may be necessary for the City or Southwest Transit to construct
the Public Improvements and the land on which the Chanhassen depot building is
located for a price not to exceed $8.20 per square foot. Bloomberg also intends to
seek approval to replat its property in the Project Area in such a way as it deems
appropriate to promote redevelopment of the area.
(g) Contract Negotiation. As soon as reasonably possible, the parties will attempt in
good faith to negotiate the terms of a contract providing for the sale by
Bloomberg of identified property to the City and Southwest Transit.
(h) Right of Entry. Upon execution of this Agreement by both parties, Bloomberg
will execute and deliver to the City a right of entry agreement for the purpose of
allowing the City at no cost to the City or to Southwest Transit to enter onto its
property within the Project Area to inspect and to conduct testing and other
examinations on the property to enable the City and Southwest Transit to
complete the Public Improvements and other obligations under this Agreement.
The proposed form of the right of entry agreement is contained in the attached
Exhibit D.
(i) Petition and Waiver Agreement. Conditioned upon fulfillment of the City's
obligations hereunder, Bloomberg agrees to enter into a Special Assessment
Agreement with the City in the form attached hereto as Exhibit C to ensure that
$ of the cost of the Public Improvements is paid through special
assessments levied against property owned by Bloomberg.
2. Undertakings By Bloomberg.
Bloomberg agrees to undertake all actions necessary to accomplish the activities
described in Paragraph 1 above to be performed by Bloomberg and to cooperate with the
City in the City's undertakings under this Agreement.
3. Undertakings by City.
The City agrees to cooperate with Bloomberg in Bloomberg's undertakings and agrees to
utilize its best efforts, subject to Bloomberg's performance, to accomplish the activities
described in Paragraph 1 above to be performed by it.
4. Notices.
Any notice required to be given under this Agreement shall be deemed delivered if either
actually delivered, or if faxed and mailed to the parties at the following addresses:
3
a)
As to Bloomberg:
Bloomberg Companies
525 if est 78th Street
P.O. Box 730
Chanhassen, MN 55317
Attention: Clayton Johnson
b)
As to City:
City of Chanhassen
7700 Market Boulevard
Chanhassen, MN 55317
Attention: City Manager
5. Miscellaneous.
A. This Agreement, including the exhibits thereto, constitutes the entire agreement
between the parties relative to the Project Area. Unless specifically described
herein, no additional obligation shall be inferred or construed.
B. Redevelopment of the Project Area will be undertaken in accordance with
additional agreements which the parties shall in good faith attempt to negotiate in
the future.
C. This Agreement may be assigned by Bloomberg with the prior written approval of
the City, which approval shall not be unreasonably withheld.
D. The parties hereto understand that additional and separate action, for which no
obligation is created hereunder, will be required before either the City or
Bloomberg is obligated to take various actions with respect to the Project Area.
Those actions may include, without limitation:
1) Zoning, comprehensive plan and subdivision approvals for any land use or
developments proposed by Bloomberg;
2) Sale of the relevant portions of Bloomberg's property to the City and
Southwest Transit;
3) Construction by the City and by Southwest Transit of the Public
Improvements to serve the Project Area; and
4) Establishment of the tax increment financing district.
D. Bloomberg further understands that many of the actions which the City may be
called upon to take require the reasonable discretion and in some instances the
legislative judgment of the City, such actions may be made only following
established procedures, and the City may not, by this or any other agreement,
agree in advance to any specific decision in such matters.
4
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
and year first above written.
CITY OF CHANHASSEN
BLOOMBERG COMPANIES
INCORPORATED
By:
By:
~
1~ lJ,l{ ~
Its:
Its:
By:
Its:
5
EXHIBIT A
Proiect Area
[to be completed]
A-I
EXHIBIT B
Area of TIF District
[to be completed]
B-1
EXHIBIT C
Special Assessment Agreement
[to be completed]
C-l
EXHIBIT D
FORM OF RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT is made on this _ day of , 20-, by and between
the city of Chanhassen, a Minnesota municipal corporation (the "City") and Bloomberg Companies
Incorporated, a Minnesota corporation (the "Owner").
Recitals
A. The Owner is the owner of the real estate located at
(the "Subject Property").
B. The City has authorized construction of certain public improvements (the "Public
Improvements"). In order for the City to carry out its due diligence in constructing the Public
Improvements, the City must obtain permission from the Owner to enter the Subject Property.
C. The Owner desires to permit the City, its agents, employees, contractors and invitees
to enter upon the Subject Property in order to facilitate construction of the Public Improvements.
Aueement
NOW, THEREFORE, in consideration of their mutual promises and obligations, the parties
hereto hereby agree as follows:
1. Right of Entry. The Owner hereby grants the City, its agents, employees,
contractors and invitees permission to enter upon the Subject Property at its discretion for the
purpose of surveying, taking soil borings and conducting such additional tests and inspections as it
may deem desirable to facilitate construction of the Public Improvements. The Owner represents
and warrants to the City that the Owner is the fee owner of the Subject Property and has the sole and
exclusive authority and right to enter into this Agreement. Following completion of its work, the
City agrees to restore the Subject Property to the condition existing prior to the work.
2. Indemnification of Owner. In consideration for such Right of Entry, the City agrees
to and shall indemnify, defend and hold harmless the Owner, its agents, officers and employees
from and against any action, claim, damage, liability, loss, cost or expense, including without
limitation attorneys' fees and costs, resulting from: (a) any liens which may be attached to the
Subject Property for labor or materials provided by or at the request of the City; (b) injury to or
death of persons; (c) property damage; or (d) any claim, damage, action, loss or destruction caused
by the City's agents or contractors in connection with the City's entry onto the Subject Property
pursuant to this Agreement.
3. Term. This Agreement shall commence on the date and year first above written and
shall continue in full force and effect until , 20_.
D-l
4. Governing Law. This Agreement shall be interpreted in accordance with and be
governed by the laws of Minnesota.
5. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute one and the same instrument.
6. Amendment. This Agreement may be amended by the parties hereto only by written
instrument executed in accordance with the same procedures and formality followed for the
execution of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in
their names and behalves and on or as of the date and year first above written.
BLOOMBERG COMPANIES INCORPORATED
By:
Its:
CITY OF CHANHASSEN
By:
Its:
By:
Its:
THIS INSTRUMENT DRAFTED BY:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
D-2
COOPERATIVE AGREEMENT
BETWEEN THE CITY OF CHANHASSEN
AND SOUTHWEST TRANSIT FOR THE
DOWNTOWN TRANSIT STATION SITE
IMPROVEMENT PROJECT
TIDS COOPERATIVE AGREEMENT is entered into between the CITY OF
CHANHASSEN, a Minnesota municipal corporation (hereinafter referred to as "Chanhassen" or
the "City") and SOUTHWEST TRANSIT, a joint powers entity organized under the laws of the
State of Minnesota (hereinafter referred to as "SouthWest"), with Chanhassen and SouthWest
collectively hereinafter referred to as the "Parties".
RECITALS
A. SouthWest intends to construct a park and ride facility with approximately 424
parking spaces upon the land legally described on Exhibit "A" (the "SouthWest Property")
owned by or to by acquired by SouthWest for use of transit passengers traveling between
Chanhassen and surrounding communities ("Parking Facility").
B. Public infrastructure must be constructed to serve the Parking Facility.
C. SouthWest and Chanhassen agree that each is authorized to enter into this
Agreement pursuant to Minnesota Statutes ~ 471.59.
NOW, THEREFORE, in consideration of their mutual covenants the Parties agree as
follows:
1. DEFINITIONS. The following terms and phrases as used in this Cooperative
Agreement shall mean:
"Agreement" means this cooperative agreement between the City of Chanhassen and SouthWest
Transit for the downtown transit station site improvement project.
"Bloomberg" means Bloomberg Companies Incorporated, a Minnesota corporation, whose
address is 525 West 78th Street Chanhassen, Minnesota.
"Consulting Engineer" means Kimley-Hom and Associates, Inc., or another engineer selected
by Chanhassen.
"Feasibility Study" means the Downtown Transit Station Site Improvements Feasibility Study
and Report prepared for the City of Chanhassen by Kimley-Hom and Associates, Inc. dated
March 2009 as supplemented by a Feasibility Study Amendment dated October 30,2009.
"~~e.J", ~ tlt1+ ~'4m
"Land Acquisition Costs" include but are not limited to: costs to acquire land and "Associated
Costs" including taxes, closing costs, appraisals, subdivision, platting and surveying.
{{Phase I Improvements" and {{Phase I" mean the Phase IA Improvements and the Phase IB
Improvements as set forth in the Feasibility Study.
{{Phase IA Improvements" and "Phase IA" mean clearing and grubbing, retaining wall
construction; demolition of the scene shop and related expenses; and other site preparation for
the future construction of the Phase II Improvements as set forth in the Feasibility Study; and
Consulting Engineering including reimbursables in an amount equal to 30% of the bid
construction contract amount.
{{Phase IB Improvements" and "Phase IB" means scene shop business relocation expenses,
water main relocation and sanitary sewer relocation as set forth in the Feasibility Study.
{'Phase II Improvements" and "Phase II" mean street improvements, sidewalks, street lights
and storm sewer improvements, as set forth in the Feasibility Study; and Consulting Engineering
including reimbursables in an amount equal to 30% of the bid construction contract amount.
"Project Costs" include but are not limited to: construction costs; engineering; surveying, testing
and inspection; demolition and removal costs; and costs of construction. Project Costs do not
include the Parties' staff time and benefits.
"Purchase Agreement" means the Purchase Agreement between the City of Chanhassen and
Bloomberg Companies Incorporated ("Bloomberg") attached hereto as Exhibit "B".
"Special Assessment Agreement" means the Public Improvement and Special Assessment
Agreement between the City ofChanhassen and Bloomberg attached hereto as Exhibit "C".
2. PHASE I IMPROVEMENTS. With respect to the Phase I Improvements:
A. Plans and Specifications. Chanhassen has prepared the Feasibility Study.
Consulting Engineer will prepare the plans and specifications and contract documents for the
Phase I Improvements. The plans and specifications and contract documents must be approved in
writing by both Parties.
B. Bidding. Chanhassen shall advertise for bids for construction of the Phase
I Improvements in accordance with Minnesota Law. The bids must be approved in writing by
both Parties.
C. Contract Award. If a bid is approved by both Parties, Chanhassen shall
enter into a contract with the approved bidder.
D. Contract Supervision. Chanhassen and/or Consulting Engineer will
supervise construction of the Phase I Improvements.
E Paving Agent. Chanhassen shall be the paying agent for the payments to
the contractor and Consulting Engineer. Payments will be made as the project work progresses
and when certified by SouthWest, subject to the terms and conditions of this Agreement.
3. PHASE II IMPROVEMENTS. With respect to the Phase II Improvements:
A. Plans and Specifications. Consulting Engineer has prepared a Feasibility
Study and will prepare the plans and specification and contract documents for the Phase II
Improvements. The plans and specification and contract documents must be approved in writing
by both Parties.
B. Bidding. SouthWest will advertise for bids for the construction of the
Phase II Improvements in accordance with Minnesota Law. The bids must be approved in
writing by both Parties.
C. Contract Award. If a bid is approved by both Parties, SouthWest shall
enter into a contract with the approved bidder. Prior to construction of the Phase II
improvements, the City and South West will enter into a temporary construction easement
granting South West the right to construct the Phase II improvements on property currently
owned by the City to be platted as part of Outlot B, Chanhassen Transit Station, until December
31,2011, ina form acceptable to both parties.
D. Contract Supervision. Chanhassen and/or Consulting Engineer will
supervise construction of the Phase II Improvements.
E. Paving Agent. SouthWest will act as the paying agent for all payments to
the contractor. Payments will be made as the project work progresses and when certified by
Chanhassen, subject to the terms and conditions of this Agreement.
F. Consulting Engineer. Chanhassen will act as the paying agent for all
payments to the Consulting Engineer. Payments will be made as the project work progresses and
when certified by SouthWest, subject to the terms and conditions of this Agreement
4. LAND ACQUISITION. Chanhassen intends to enter into the Purchase
Agreement with Bloomberg to acquire the property necessary for the Phase I and Phase II
projects detailed in the attached Exhibit "D".
5. PROJECT COORDINATION AND CONTINGENCIES. Chanhassen must
enter into the Purchase Agreement to obtain the necessary property for the Phase I and Phase II
Improvements and close on the property acquisition before a contract is entered into for either
project. Chanhassen must enter into the Special Assessment Agreement with Bloomberg before a
contract is entered into for either project. Contracts for the Phase I and Phase II Improvements
must be let concurrently. If a contract is not awarded for both the Phase I Improvements and the
Phase II Improvements a contract may not be awarded for either project. If the contingencies are
not satisfied by April 2, 2010, neither the Phase I nor the Phase II Improvements will be
constructed. The Phase I Improvements must be substantially completed before the Phase II
Improvements commence.
6. FUNDING. SouthWest shall advance funds for the Phase IA Project Costs by
depositing with Chanhassen $132,153.00 prior to Chanhassen entering into a construction
contract for Phase I ("Advanced Funds"). Prior to Chanhassen closing on the Scene Shop Land,
SouthWest shall advance $287,143.92 to Chanhassen for Scene Shop Land Acquisition Costs, as
defined herein, incurred or to be incurred by Chanhassen.
7. COST ALLOCATION.
A. Bloomberg shall be responsible for fifty-one percent (51 %) of the Project
Costs for Phase IA and Phase II. Except as otherwise provided herein, SouthWest shall be
responsible for forty-nine percent (49%) of the Project Costs for the Phase IA Improvements and
Phase II Improvements. Chanhassen shall assess Bloomberg for Bloomberg's fifty-one percent
(51%) share of the Project Costs for the Phase IA Improvements and Phase II Improvements in
accordance with the Special Assessment Agreement. Chanhassen shall be responsible for and
shall pay one hundred (100%) of the Phase IB Project Costs.
B. As paying agent for the Phase IA Improvements, Chanhassen shall be
responsible for making progress payments to the contractor and Consulting Engineer . Upon
receipt of an application for payment, Chanhassen shall provide a copy of the same to
SouthWest for certification. SouthWest shall provide certification within ten (10) days of receipt
of the application for payment from Chanhassen or shall provide Chanhassen with a written
explanation for not certifying the amount requested. If certified, Chanhassen shall use the
Advanced Funds to pay 49% of the application for payment and Chanhassen shall be
responsible for paying the remaining fifty-one percent (51 %). Disputes regarding payments owed
to the contractor shall be resolved in accordance with the contract documents and SouthWest
hereby agrees to cooperate with Chanhassen and the contractor in resolving disputes arising out
of SouthWest's failure to certify an application for payment. Within thirty (30) days after Phase
IA project close out, SouthWest shall pay Chanhassen the difference, if any, between the
Advanced Funds and the actual costs of the Phase IA improvements. If the actual costs for the
Phase IA Improvements are less than the Advanced Funds, Chanhassen shall reimburse
SouthWest the difference within thirty (30) days after Phase IA project close out.
C. As paying agent for the Phase II Improvements, SouthWest shall be responsible for
making progress payments to the contractor. Upon receipt of an application for payment,
SouthWest shall provide a copy of the same to Chanhassen for certification and payment.
Chanhassen shall provide payment in the amount of fifty-one percent (51 %) of the contractor's
requested payment amount to SouthWest within thirty (30) days of receipt of the application for
payment. If Chanhassen does not certify the amount, it shall provide SouthWest with a written
explanation for not certifying the amount within ten (10) days of receipt of the application for
payment from SouthWest. Disputes regarding payments owed to the contractor shall be resolved
in accordance with the contract documents and Chanhassen hereby agrees to cooperate with
SouthWest and the contractor in resolving disputes arising out of Chanhassen's failure to certify
an application for payment. Chanhassen's obligation to provide payment for the Phase II
Improvements, including payments to the Consulting Engineer, shall be limited to $292,842.00
which is the amount to be assessed to the Bloomberg under the Special Assessment Agreement
for Bloomberg's 51 % share ofthe Phase II Improvements.
D. As paying agent for the Phase II Consulting Engineering Costs
Chanhassen shall be responsible for making progress payments to the Consulting Engineer.
South West shall be responsible for payment of forty-nine percent (49%) of the Consulting
ngineer's costs. Upon receipt of an application for payment, Chanhassen shall provide a copy of
the same to SouthWest for certification and payment. SouthWest shall provide payment in the
amount of forty nine percent (49%) of the Consulting Engineer's requested payment amount to
Chanhassen within thirty (30) days of receipt of the application for payment. If SouthWest does
not certify the amount, it shall provide Chanhassen with a written explanation for not certifying
the amount within ten (10) days of receipt of the application for payment from Chanhassen.
Disputes regarding payments owed to the Consulting Engineer shall be resolved in accordance
with the contract documents and SouthWest hereby agrees to cooperate with Chanhassen and the
Consulting Engineer in resolving disputes arising out of SouthWest's failure to certify an
application for payment.
E. Land Acquisition Costs for the Phase I and Phase II projects total
$586,008 plus Associated Costs: $286,008 for acquisition of street right-of-way plus Associated
Costs ("Right-of-Way Land Acquisition Costs") and $300,000 plus Associated Costs for
acquisition of land underlying the Scene Shop ("Scene Shop Land Acquisition Costs").
SouthWest shall pay 49% of Land Acquisition Costs, however SouthWest's 49% share shall not
be used to pay the Right-of-Way Land Acquisition Costs. Pursuant to Section 6 above,
SouthWest shall advance its 49% share of Land Acquisition Costs totaling $287,143.92 plus
Associated Costs to Chanhassen which shall be used to pay Scene Shop Land Acquisition Costs.
Bloomberg shall pay 51 % of the Land Acquisition Costs totaling $298,864.08 plus Associated
Costs which shall be assessed to Bloomberg in accordance with the Special Assessment
Agreement. Bloomberg's 51 % share of the Land Acquisition Costs shall be used to pay all
Right-of-Way Land Acquisition Costs and the balance ofthe Scene Shop Land Acquisition Costs
totaling $12,856.08.
8. OWNERSHIP. Following completion, Chanhassen shall own and maintain the
Phase I and Phase II public improvements.
9. CHANGE ORDERS AND SUPPLEMENTAL AGREEMENTS. Any change
orders or supplemental agreements that affect the Project Costs payable by Chanhassen and
changes to the plans must be approved by Chanhassen prior to execution of work.
10. RULES AND REGULATIONS. SouthWest shall abide by Minnesota
Department of Transportation Standard Specifications rules and contract administration
procedures.
11. INDEMNIFICATION. SouthWest agrees to defend, indemnify, and hold
harmless Chanhassen against any and all claims, liability, loss, damage, or expense arising under
the provisions of this Agreement and caused by or resulting from negligent acts or omissions of
SouthWest and/or those of SouthWest employees or agents. Chanhassen agrees to defend,
indemnify, and hold harmless SouthWest against any and all claims, liability, loss, damage, or
expense arising under the provisions of this Agreement for which Chanhassen is responsible,
including future operation and maintenance of facilities owned by Chanhassen and caused by or
resulting from negligent acts or omissions ofChanhassen and/or those ofChanhassen employees
or agents. Under no circumstances, however, shall a party be required to pay on behalf of itself
and the other party any amounts in excess of the limits on liability established in Minnesota
Statutes Chapter 466 applicable to anyone party. The limits ofliability for both Parties may not
be added together to determine the maximum amount of liability for either party. The intent of
this paragraph is to impose on each party a limited duty to defend and indemnify each other
subject to the limits ofliability under Minnesota Statutes Chapter 466. The purpose of creating
this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts
among the Parties and to permit liability claims against both Parties from a single occurrence to
be defended by a single attorney.
12. WAIVER. Any and all persons engaged in the work to be performed by one
party to this Agreement shall not be considered employees of the other party to this Agreement
for any purpose, including Worker's Compensation, or any and all claims that mayor might arise
out of the employment context on behalf of the employees while so engaged. Any and all claims
made by any third party as a consequence of any act or omission on the part of one party's
employees while so engaged on any of the work contemplated herein shall not be the obligation
or responsibility of the other party.
13. AUDITS. Pursuant to Minnesota Statutes ~ 16C.05, Subd. 5, any books, records,
documents, and accounting procedures and practices of Chanhassen and SouthWest relevant to
this Agreement are subject to examination by Chanhassen; Southwest, and either the Legislative
Auditor or the State Auditor as appropriate. Chanhassen and SouthWest agree to maintain these
records for a period of six years from the date of performance of all services covered under this
Agreement.
14. DATA PRACTICES ACT. The Parties shall at all times abide by the Minnesota
Government Data Practices Act, Minn. Stat. Chapter 13.
15. CLAIMS. To receive any payment on this Agreement, the invoice or bill must
include the following signed and dated statement: "I declare under penalty of perjury that this
account, claim, or demand is just and correct and that no part of it has been paid."
16. INTEGRATION. The entire and integrated agreement of the Parties contained
in this Agreement shall supersede all prior negotiations, representations, or agreements between
Chanhassen and SouthWest regarding the project; whether written or oral.
IN WITNESS THEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officials.
SOUTHWEST TRANSIT
CITY OF CHANHASSEN
BY:
BY:
Its Mayor
AND i
I Its C iefExecutive Officer
;
I
AND
Its City Manager
Exhibit A
Legal Description:
Lot 1, Block 1, Chanhassen Transit Station
EXHmIT B
REAL ESTATE PURCHASE AGREEMENT
TillS REAL ESTATl1 PURCHASE AGREEMENT ("Agreement"), dated for
reference purposes only the J.Ji: day of --'LA ~ , 20~, by and between BLOOMBERG
COMPANIES, INCORPORATlj;D, a Minnesota corporation ("Seller") and the CITY OF
CHANHASSEN, a Minnesota municipal corporation ("Purchaser").
RECITALS
A. Seller is the owner in fee simple of 4 parcels of land located in the City of
Chanhassen, Carver County, Minnesota at the southwest comer of the intersection of Great
Plains B(mlevard and 78th Street ("Seller's Parcels"); the 2.45.acre southeasterly parcel, PID No.
25.0130700 is the subject of this Purchase Agreement ("Bloomberg's Property").
B. Bloomberg's Property includes 2 buildings: an approximately 9,120 square foot
scene shop on the western portion of Bloomberg's Property ("Scene Shop") and a depot station
on the eastern portion of Bloomberg's Property that is already owned by Purchaser ("Depot
Station").
C. Under terms of the Cooperative Agreement to which a copy of this Purchase
Agreement is attached as an Exhibit ("Cooperative Agreement"), South West Transit, a joint
powers entity, ("South West") and the Purchaser intend to acquire portions of Seller's Parcels for
the development of a transit station and construction of associated site improvements
("Chanhassen Transit Station Project").
D. At this time, Purchaser desires to acquire a portion of Seller's Parcel, to be platted
with other property for the Chanhassen Transit Station Project as the Chanhassen Transit Station
Plat (the "Plat").
WIT N E SSE T H:
1. PROPERTY. In consideration of the mutual promises, covenants, and agreements
hereinafter contained, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy
that part of Bloomberg's Property, a& legally described on Exhibit "A" attached hereto from
Seller, qpon the terms and conditions hereinafter set forth, together with all attached
improvements and fixtures, easements, and other real property interests appurtenant thereto, if
any (hereinafter referred to as the "Property").
2. PURCHASE PRICE. The purchase price for the Property (the "Purchase Price"), which
include~ any and all amounts for minimum compensation damages andreiocation expenses
under #l:e Uniform Relocation Assistance Act, Minn. Stat. Section 117.187, and other applicable
federal and state law, shall be payable by Purchaser to Seller by wire transfer at Closing (as
hereitmfter defined) in the amount of Seven Hundred Twenty-six Thousand Five Hundred Forty
Eight and Noll 00 ($726,548.00) Dollars.
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3. EOIDPMENT AND PERSONAL PROPERTY. The sale includes all owned fixtures
and equipment located on or about the Property as of the date of execution of this Agreement,
except fixtures and equipment owned by the Scene Shop Tenant or the Depot Tenant.
4. TITLE TO BE DELIVERED. Seller shall deliver to Purchaser or cause to be delivered
to Purchaser, at Closing an executed warranty deed in recordable form conveying fee simple title
to the Property subject to the terms of this Agreement and:
(a) Current taxes and assessments which are a lien not yet delinquent;
(b) Any matter of record or not of record that in any way affects title to the Property
which resulted from the acts or omissions of Purchaser;
(c) Applicable laws, regulations, zoning regulations and ordinances, whether federal,
state or local; and
(d) Easements, rights-of-way, reservations, covenants and restrictions of record,
except those easements, rights-of-way, reservations, covenants and restrictions of record
objected to by Purchaser during the period for objections to title under Section 5;
( e) Easements and encumbrances and covenants for Southwest Metro Transit and for
publice right-of-way resulting from the consummation of the Cooperative Agreement and the
Chanhassen Transit Station Project.
(hereinafter "Permitted Encumbrances").
5. EVIDENCE OF TITLE.
(a) Within twenty (20) days following the date of execution of this Purchase
Agreement, Purchaser shall obtain a commitment for an ALTA Owner's Form
title insurance policy (the "Commitment") issued by Carver County Abstract and
Title. (the "Title Company"), pursuant to which the Title Company agrees to issue
to the Purchaser upon the recording of the documents of conveyance referred to
herein an Owner's title insurance policy insuring the Property in an amount equal
to the Purchase Price. The Commitment shall include proper searches covering
bankruptcies, state and federal judgments and liens and levied and pending special
assessments, which commitment:
(1) Insures that at Closing Purchaser shall have marketable title of record to
the Property, free and clear of all liens, encumbrances, leases, claims and charges,
all material easements, rights-of-way, covenants, conditions and restrictions and
any other matters affecting title, except for Permitted Encumbrances.
(2) Waives or insures over the following standard exceptions:
(a)
Facts which would be disclosed by a comprehensive survey of the
Property;
148066v8
2
(b) Rights and claims of parties in possession; and
(c) Mechanic's, contractor's and material liens and lien claims.
(b) Purchaser shall have twenty (20) days after receipt of the Commitment to deliver
to Seller written objections to title based on marketability of the Property
("Objections") and Seller shall have sixty (60) days to have such Objections
removed or satisfied. If Seller fails or is unable to have such objections removed
within said time, Purchaser may, at its sole election, do any ofthe following:
(1) Termination. Terminate this Agreement without any liability on its part in
exchange for a quit claim deed for the Property.
(2) Escrow for Cure. If the parties agree to an escrow, Seller shall escrow an
amount sufficient to assure cure. of the Objection(s). Any amount so
escrowed will be placed in an escrow with title pending such cure. If such
escrow is established, the parties agree to execute and deliver such
documents as. may be reasonably required by Title, and Seller agrees to
pay the charges of Title to create and administer the escrow.
(3) Purchaser Cure. To the extent an Objection can be satisfied by the
payment of money, Purchaser shall have the right ot pay the amount
necessary to satisfy such Objection and the amount so applied shall be
reimbursed to Purchaser by Seller at the Closing, provided, that the
amount due to the third-party claimant is an undisputed liquidated amount
for which Seller's liability is undisputed. Notwithstanding the limitation,
waiver, and relinquishment of remedies in Paragraph 17, if Purchaser
funds such a cure of monetary objection, and is not reimbursed at Closing
by Seller, Purchaser shall have a right of action to recover from Seller an
amount equal to the dollar amount of Seller's undisputed and liquidated
liability.
(4) Waiver. Waive such objections and take title to the Property subject to
such objections.
6. REPRESENTATIONS OF SELLER. On information and belief, without
special investigation, Seller hereby represents to Purchaser:
(a)
That Seller has the requisite power and authority to enter into this Purchase
Agreement and the closing documents relating thereto to be signed by it; that the
execution, delivery and performance by Seller of such documents do not conflict
with or result in violation of any judgment, order or decree of any court to which
Seller is a party; such documents are valid and binding obligations of Seller.
(b)
Seller currently leases:
148066v8
3
(c)
148066v8
(i) the Scene Shop to International Theaters Corporation, a Minnesota
corporation ("Scene Shop Tenant"), or its assignee, under a verbal extension of its
lease Agreementdated June 1, 1989 ("Scene Shop Lease"); and
(ii) the Depot Station to the City of Chanhassen ("Depot Tenant") under a
lease ("Depot Lease"); .
(iii) South West Transit, pursuant to "easements;"
Other than Seller, Scene Shop Tenant and Depot Tenant, and South West Transit
there are no other tenants or occupants of the Property.
(d)
On the Date of Closing there will be no (i) outstanding leases or occupancy
agreements except those identified under Section 6(b ), or (ii) outstanding
contracts made by Seller for any improvements to the Property which have not
been fully paid for. or for which Seller shall make arrangements to payoff; and
Seller. shall cause to be. discharged all mechanic's or materialmen's ..liens arising
from any labor or materials furnished to the Property that were made at the
request of Seller, his agents, or contractors, prior to the Date of Closing and any
mortgages or other such similar encumbrances.
(e)
Until the Date of Closing, except as otherwise provided in this Purchase
Agreement, Seller shall maintain the land associated with the Property in its
present condition.
(f)
Seller is not a foreign person; as such term is defined in Section 1445(f) (3) of the
Internal Revenue Code of 1986, as amended, and shall deliver an affidaVit to that
effect at closing, which shall be in form and substance reasonably acceptable to
Purchaser.
(g)
To Seller's knowledge without special investigation, (i) no toxic materials,
hazardous wastes or hazardous substances, as such terms are defined in the
Resource Conservation and Recovery Act of 1996, as amended (42 V.S.C. ~6901,
et seq.) or in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended (42 V.S.C. 99601, et seq.), including, without
limitation, any asbestos or asbestos-related products or materials and any oils,
petroleum-derived compounds or pesticides ("Hazardous Materials") have been
generated, treated, stored, released or disposed of or otherwise placed, deposited
in or located on the Property; and (ii) the Property is free of Hazardous Materials
and is not subject to any "superfund" type liens or claims by governmental
regulatory agencies or third parties arising from the release or threatened release
of hazardous substances in, on, or about the Property.
(h)
To Seller's knowledge, without special investigation, the conveyance of the
Property pursuant hereto will not violate any currently existing applicable statute,
ordinance, governmental restriction or regulation, or any private restriction or
agreement to which Seller is a party.
4
(i) To Seller's knowledge without special investigation, there are no underground
storage tanks or wells on the Property, it being understood that the representation
as to wells shall be recited in the deed to be delivered by the Seller at Closing.
G) Seller shall provide reasonable assistance in processing the application for Plat
and shall execute appropriate documents necessary for recording the Plat.
The representations set forth in this section shall be continuing and shall be true and correct as of
the Date of Closing with the same force and effect as if made at that time and shall survive the
Closing.
7. REVIEW OF DOCUMENTS AND ACCESS TO PROPERTY. Within
twenty (20) days of the execution of this Agreement, Seller agrees to provide Purchaser with all
of the following documentation:
(a) True and correct copies of all existing environmental assessment reports, soil
reports and results of all soil tests and environmental audits in Seller's possession;
(b) Surveys, permits, licenses, leases, complete copies of all contracts currently
affecting the Property readily available or in the possession of Seller ("Other
Agreements"), and notices received within the last 90 days from the city, state or
other governmental authorities pertaining to uncured violations of any law,
ordinance or regulation.
Seller acknowledges that Purchaser and Purchaser's agents shall have access to the Property
without charge and at reasonable times for a period of ninety (90) days after the effective date of
this Agreement for the purpose of Purchaser's environmental investigation and testing of the
Property, ("Environmental Investigation"). Purchaser shall pay all costs and expenses of such
Environmental Investigation and Purchaser shall hold harmless and indemnify Seller, its
employees, agents and affiliates, from and against any and all claims, suits, losses, liabilities, and
expenses (including attorney's fees, expert's fees, and other expenses of litigation) on account of
injury to or death of any persons (including Purchaser's employees, contractors and agents) or
damage to property or contamination of or adverse effects on the environment or liens. against
Seller, caused by Purchaser's entry onto the Property. Purchaser shall repair and restore any
damage to the Property caused by or occurring during Purchaser's Environmental Investigation
and return the Property to substantially the same condition as existed prior to such
Environmental Investigation. Purchaser shall have the right in its sole discretion to contact
various public officials and administrators to verify information regarding the status of the
Property and to determine that the Property is suitable for Purchaser's intended use. Purchaser's
obligations set forth in this paragraph shall survive the consummation or termination of this
Agreement for a period of five (5) years following the Date of this Agreement.
8. SELLER'S CONTINGENCIES. The obligations of Seller under this
Agreement are expressly contingent upon the following:
148066v8
5
-(a) Purchaser's creation of and recording, at Purchaser's sole expense, of the Plat,
that includes the Property, not later than December 31, 2009.
(b) Purchaser entering into a Special Assessment Agreement with Seller for Seller's
share of any special assessments arising from project costs for the Downtown
Transit Station Improvements, providing amount, allocation to the respective
properties, and for recovery of benefits applicable to all properties, which
agreement shall be in form and content acceptable to Seller and to Purchaser.
( c) Purchaser entering into a Redevelopment Agreement with Seller for
Redevelopment within the Chanhassen Transit Station Improvements area, which
agreement shall be in form and content acceptable to Seller and to Purchaser.
(d) Purchaser shall have secured agreement for Scene Shop Tenant and Purchaser
entering into a Relocation Agreement in a form satisfactory to Purchaser for
Scene Shop Tenant's relocation out of the Scene Shop.
(e) Purchaser shall have secured agreement that Scene Shop Tenant shall have
released the Property from the terms of Scene Shop Lease effective March 1,
2010.
(f) Seller and SouthWest shall have closed, by a Closing simultaneous with the
Closing of the transaction contemplated herein, on SouthWest's acquisition of the
portion of the Bloomberg Property necessary for SouthWest to construct the ramp
and associated improvements contemplated under the Cooperative Agreement.
(g) Purchaser's performance of its obligations hereunder.
The contingencies set forth in this section are for the sole and exclusive benefit of Seller,
and Seller shall have the right to waive the contingencies by giving notice to Purchaser.
9. PURCHASER'S CONTINGENCIES. The obligations of Purchaser under this
Agreement at Closing are expressly contingent upon the following:
(a)
The representations of Seller contained in this Agreement must be true now and
as of the closing date (herein referred to as "Closing Date" or Date of Closing"),
as if made on the Closing Date and Seller shall have delivered to the other on the
Closing Date, a certificate, signed by the Seller, certifying that such
representations are true as of the Closing Date (the "Bring-down Certificate"),
except to the extent that the representations are no longer true and acceptable to
Purchaser.
(b)
Title to the Property and easements to be acquired under this Agreement shall be
held by Seller, and shall be free and clear of all encumbrances except the
Permitted Encumbrances.
148066v8
6
(c) Purchaser shall be satisfied, in its sole discretion, with the results of any
environmental review or testing conducted by Purchaser on the Property.
(d) Purchaser's recording of the Plat that includes the Property.
(e) Award of Contracts by Purchaser and South West for the Downtown Transit
Station Improvements pursuant to the terms of the Cooperative Agreement.
(f) Seller entering into a Special Assessment Agreement with Purchaser for its share
of the project costs for the Downtown Transit Station Improvements in form and
content acceptable to Seller and to Purchaser.
(g) Seller providing to Purchaser a Permanent Easement for right-of-way in a form
satisfactory to Seller Purchaser over that portion of Seller's Parcels legally
described in Exhibit B.
(h) Seller providing to Purchaser and South West a Temporary Construction
Easement for construction of the improvements identified in the Cooperative
Agreement in a form satisfactory to Seller and Purchaser over that portion of
Bloomberg's Property legally described in Exhibit C, including a right of entry
and temporary easement for Scene Shop demolition.
(i) Scene Shop Tenant and Purchaser entering into a Relocation Agreement in a form
satisfactory to Purchaser for Scene Shop Tenant's relocation out of the Scene
Shop.
G) Scene Shop Tenant shall have released the Property from the terms of Scene Shop
Lease effective March 1,2010.
(k) Seller and Purchaser entering into a Relocation Agreement in a form satisfactory
to Seller and Purchaser for Purchaser's acquisition of the Property.
(1) Seller shall perform all of the obligations required to be performed under this
Agreement, as and when required by the Agreement, except as waived by
Purchaser.
(m) Purchaser having determined that it is satisfied with its review and analysis of all
documents required to be provided by Seller under Paragraph 7.
(n) There shall be no restriction or encumbrance of the Property or easements
acquired by Purchaser under the terms of this Agreement that is not within the
sole control of the Purchaser which would restrict the Purchaser's use of the
Property for public right-of-way.
(0) Seller and South West shall have closed, by a Closing simultaneous with the
Closing of the transaction contemplated herein, on South West's acquisition of
148066v8 7
the portion of the Bloomberg Property necessary for South West to construct the
ramp and associated improvements contemplated under the Cooperative
Agreement.
(P) Seller providing an Estoppel Certificate and Assignment of Rents and Leases at
Closing in a form acceptable to Seller and Purchaser for the Scene Shop Lease.
(q) Seller providing to Purchaser a permanent easement for sewer. and water utilities
to be located within Seller's Parcels (including Outlot A, Frontier Cinema, Carver
County, Minnesota) that are to be relocated under the terms of the Cooperative
Agreement, in a form satisfactory to Seller and Purchaser.
The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and
Purchaser shall have the right to waive the contingencies by giving notice to Seller.
10. CLOSING. The closing hereof shall take place on Monday, January 4, 2010,
except as otherwise extended or terminated as provided under this Agreement (the "Date of
Closing"). The closing shall take place at the offices of the Title Company selected by mutual
agreement of Seller, Purchaser, and South West. By mutual agreement of Seller, Purchaser, and
South West, the Closing may be rescheduled. If closing does not occur prior to February 26,
2010, this Agreement shall be null and void and Purchaser shall execute a quit claim deed for the
Property in favor of Seller. At Closing, Seller and Purchaser shall disclose their.Social Security
Numbers or Federal Tax Identification Numbers for the purpose of completing state and federal
tax forms.
11 SELLER'S OBLIGATIONS AT CLOSING. On or pnor to the Date of
Closing, Seller shall:
(a)
(b)
(c)
(d)
148066v8
Execute, acknowledge and deliver to Purchaser a warranty deed the ("Deed") to
the Property conveying to Purchaser marketable fee simple title to the Property
subject only to the Permitted Encumbrances.
Execute and/or deliver to Purchaser such other documents as may be required by
this Agreement or as may be reasonably required by Title Company, including
well disclosures and sewage treatment system disclosures.
Deliver to Purchaser a standard form affidavit by the 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 (other than at the request of
Purchaser or South West) 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 Property.
Deliver to Purchaser a "bring-down" certificate, certifying that all of the
representations made by Seller in this Agreement rema~ true as of the Date of
8
Closing, subject to exceptions or events occurring subsequent to this Purchase
Agreement that are acceptable to Purchaser.
(e) Deliver to Purchaser. termination of any other tenants or occupancies located on
the Property, providing for termination of all leases and occupancies and removal
of all tenants and tenant property no later than the Date of Closing, except for the
Depot Lease, the Scene Shop Lease, and any other parking or access easement
rights accepted by Purchaser.
(f) Execute and deliver to Purchaser at Closing a Relocation Agreement in the form
attached as Exhibit D.
12. PURCHASER'S OBLIGATIONS AT CLOSING. At Closing, and subject to
the terms, conditions, and provisions hereof and the performance by Seller of its obligations as
set forth above, the Purchaser shall:
(a) Execute and/or deliver to Seller such other documents as may be required by this
Agreement or as contemplated by the Parties and South West under the
Cooperative Agreement or Chanhassen Transit Station Project or as may be
reasonably required by Title Company.
(b) Provide evidence of the recording of the Chanhassen Transit Station Plat by
December 31, 2009.
13. CLOSING COSTS. The following costs and expenses shall be paid as follows
in connection with the closing:
(a) Seller shall pay:
(1) Seller's attorneys' fees.
(2) The cost of recording the satisfaction of any existing mortgage and any
other reasonable document(s) necessary to make title marketable, except
for those costs and recording fees associated with the Plat.
(3) The cost of preparation of the Deed and other documents of conveyance
prepared by Seller and the cost for state deed tax.
(4) One-half of the closing fee charged by Title Company for the Closing
between the Seller and Purchaser.
(b) Purchaser shall pay the following costs in connection with the closing:
(1)
The cost of preparing any title insurance policy and cost of the premium
and endorsements issued pursuant to the Commitment.
148066v8
9
(2) Filing fee required to record the Deed and costs and filing fees for
documents to be recorded that are not required to be paid by Seller.
(3) Purchaser's attorneys' fees.
(4) One-half of the closing fee charged by Title Company for the Closing
between Seller and Purchaser.
(5) The cost of engineers or other consultants, if any, engaged by Purchaser
regarding the Property.
14. TAXES AND SPECIAL ASSESSMENTS.
(a) Seller shall pay all general real estate taxes and installments of special
assessments due and payable in the year prior to the Date of Closing and in years
prior thereto. Real estate taxes due and payable in and for the year of closing
shall be prorated between Seller and Purchaser on a calendar year basis to the
actual Date of Closing;
(b) Seller shall pay on or before the Date of Closing all pending special assessments
that are due prior to the Date of Closing, except special assessments against the
Property arising in connection with the Chanhassen Transit Station Project which
will be paid pursuant to the terms of a Special Assessment Agreement between
Seller and Purchaser;
(c) Seller shall pay on Date of Closing any deferred real estate taxes or special
assessments payment of which is required as a result of the closing of this
Agreement;
(d) Purchaser shall pay real estate taxes due and payable in the year following closing
and thereafter.
15. CONTROL OF PROPERTY. Prior to the Date of Closing, Seller shall have the
full responsibility and the entire liability for any and all damages or injuries of any kind
whatsoever to the Property, to any and all persons, whether employees or otherwise, except
liability arising from the activities of Purchaser, its agents, contractors or employees. Any
removable fixtures, equipment or personal property left at the Property after the Date of Closing,
shall be considered abandoned by Seller and the Purchaser shall be free to dispose of these items
in any manner it chooses at its sole discretion, except property owned by the Scene Shop
Tenants.
16. POSSESSION. Seller shall deliver possession of the Property to Purchaser on
the Date of Closing.
17. DEFAULT: REMEDIES. If Seller has performed or is ready, willing and able
to perform all obligations required by this Agreement and Purchaser shall fail or refuse to
perform this Agreement within the time and in the manner provided, then Seller's sole remedy
148066v8
10
shall be termination of this Agreement, in which case the parties shall have no further rights and
obligations hereunder other than those rights and/or obligations which are expressly stated to
survive expiration or termination of this Agreement.
If Purchaser has performed or is ready, willing and able to perform all obligations
required by this Agreement and Seller shall fail or refuse to perform this Agreement within the
time and in the manner provided,' then Purchaser, at its option may terminate this Agreement by
giving written notice thereof to Seller, in which case the parties shall have no further rights and
obligations hereunder other than those rights and/or obligations which are expressly stated to
survive expiration or termination of this Agreement.
18. MISCELLANEOUS. The following general provisions govern this Agreement:
(a) Time is of the Essence. The Date of Closing is of the absolute essence.
(b) Governing Law. This Agreement is made and executed under and in all respects
is to be governed and construed under the laws of the State of Minnesota.
(c) Notices. Any notice required to be given to Seller or Purchaser pursuant to this
Agreement is given in accordance with this Agreement if it is in writing and if it
is directed to Seller by delivering it personally to an officer of Seller, or if it is
. directed to Purchaser, by delivering it personally to the City Manager of
Purchaser, or if mailed in a sealed wrapper by United States registered or certified
mail, return receipt requested, postage prepaid, or if deposited cost paid with a
nationally recognized reputable overnight courier, property addressed as follows:
Seller:
Bloomberg Companies Incorporated
525 W. 78th St.
P.O. Box:mfl
Chanhassen, MN 55317-0730
148066v8
11
(d)
148066v8
With a copy to:
John D. Rice
Rice Law Firm, Chartered
525 West 78th Street, Suite 201
P.O. Box 1180
Chanhassen, Minnesota 55317-1180
Purchaser:
City of Chanhassen
Attn: City Manager
7700 Market Boulevard
Chanhassen, MN 55317
With a copy to:
Roger Knutson
Campbell Knutson, P .A.
317 Eaganda1e Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Notices shall be deemed effective on the earlier of the date of receipt or the date
of deposit as aforesaid, provided, however, that if notice is given by deposit, the
time for response to any notice by the other party shall commence to run one
business day after any such deposit. Any party may change its address for the
service of notice by giving written notice of such change to the other party, in any
manner above specified, 10 days prior to the effective date of such change.
Purchaser's Waiver Rights. Purchaser may, at its option, waive any right
conferred upon the Purchaser by this Agreement. Except as otherwise provided
herein, such waiver may be made only by giving Seller written notice specifically
describing the right waived.
(e)
Survival. Except as otherwise stated herein, all of the terms of this Agreement
will survive and be enforceable after the Closing.
(f)
Amendment. This Agreement shall be amended only by a written instrument
signed by Seller and Purchaser.
(g)
Brokerage. Each party hereby agrees to indemnify and hold the other harmless of
any claim made by a broker or sales agent or similar party for a commission due
or alleged to be due on this transaction on the basis of an agreement with said
broker made by the indemnifying party. The parties' obligations set forth in this
paragraph shall survive termination or consummation of this Agreement.
(h)
Assignment. Seller shall not assign this Agreement or its rights hereunder
without the express written consent of Purchaser, which may be withheld by
Purchaser in its sole discretion.
(i)
Benefit. This Agreement shall be binding upon and inure to the benefit of Seller
and Purchaser and their respective successors and assigns
12
G) Construction. The captions and headings of the various sections of this
Agreement are for convenience only and are not to be construed as defining or as
limiting in any way the scope or intent of the provisions hereof. Wherever the
context requires or permits, the singular shall include the plural, the plural shall
include singular, and the masculine, feminine and neuter shall be freely
interchangeable.
(k) Counterparts. For the convenience of the parties, any number of counterparts
hereof may be executed and each such executed counterpart shall be deemed an
original, but all such counterparts together shall constitute one in the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above, in multiple counterparts, each of which shall be deemed an original and all of
which shall evidence but one agreement.
SELLER:
BLOOMBERG COMPANIES INCORPORATED
/)..~
By: l /~
Clayton . Johnson
Its Executive Vice President
~
148066ve~
13
PURCHASER:
CITY OF CHANHASSEN
By:
, Mayor
And:
, City Manager
148066v8
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EXIllBIt A
Le2al Descriution of Prouertv
That part of Bloomberg's Property, City of Chanhassen, Carver County, Minnesota described as
follows:
That part of the Northeast Quarter of the Northwest Quarter of Section 13 , Township 116, Range
23 which lies North of a line parallel with and 56.50 feet northerly of the Chicago, Milwaukee,
St. Paul and Pacific Railroad Company main tract center line as now laid out and established,
East of the plat of Frontier Cinema Addition, lying West of the Westerly line of Highway 101
and South of that part of the Northeast Quarter of the Northwest Quarter of Section 13,
Township 116, Range 23 described as follows: Commencing at a point on the North line of said
Section 13, distant 312.0 feet West from the North Quarter corner thereof; thence South at right
angles to said North line 33.0 feet to the actual point of beginning; thence continuing South
along the last described course 94.66 feet to the Southerly right-of-way line of Highway 101;
thence Southeasterly along said Southerly right-of-way line a distance of 12.58 feet along a
curve concave to the Southwest, having a delta of 2 degrees 33 minutes 55 seconds and a radius
of281.00 feet; thence South 38 degrees 51 minutes 39 seconds East a distance of235.02 feet;
thence South 56 degrees 58 minutes 06 seconds West a distance of 197.68 feet; thence North 88
degrees 06 minutes 20 seconds West, parallel with the North line of said section, a distance of
354.91 feet; thence North 1 degree 11 minutes 04 seconds East a distance of76.15 feet; thence
West parallel with said north line 311.88 feet; thence North parallel with the West line of said
Northeast Quarter of the Northwest Quarter a distance of319.03 feet to a point 33.0 feet South of
the North line of said Section 13; thence East parallel with said North line a distance of 675.18
feet to the point of beginning, Carver County, Minnesota except that part commencing at a
point, said point being the northeast corner of the Northwest Quarter of Section 13, Township
116, Range 23; running thence West on the North Section line of Section 13, Township and
Range aforesaid, a distance of 252 feet; thence due South a distance of 188 feet to a point; thence
due East a distance of 60 feet to a point which is the point of beginning of the land herein to be
described; thence due South a distance of 196 feet to a point; thence due East a distance of 60
feet to a point; thence due North a distance of 196 feet to a point; thence due West a distance of
60 feet to the place of beginning. Said tract being in the NE 1/4 ofNW 1/4 of Section 13,
Township 116, Range 23 West.
And except the following described parcel:
That part ofthe Northwest Quarter of Section 13, Township 116, Range 23, Carver County,
Minnesota, described as follows: Commencing at the Northeast corner of said Northwest
Quarter; thence South along the East line of said Northwest Quarter a distance of351.5 feet;
thence We~t at right angles 192.0 feet more or less to its intersection with a line 192.0 feet West
of and parallel with the East line of said Northwest Quarter, as measured along a line parallel
with the North line of said Northwest Quarter, to the actual point of beginning; thence continuing
along the last described course 15.0 feet; thence North parallel with the East line of said
148066v8
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Northwest Quarter to a line 303.0 feet South of and parallel with the North line of said Northwest
Quarter, as measured along a line parallel with the "East line of said Northwest Quarter; thence
East parallel with the North line of said Northwest Quarter a distance of 15.0 feet to a line 192.0
feet West of and parallel with the East line of said Northwest Quarter, as measured along a line
parallel with the North line of said Northwest Quarter; thence South parallel with the East line of
said Northwest Quarter to the point of beginning.
To be platted as Lot 1, Block 2 and Outlot B, Chanhassen Transit Station, City of Chanhassen,
Carver County, Minnesota, as shown on the preliminary plat for the Chanhassen Transit Station,
prepared by Kimley-Hom and Associates, Inc., dated October 19, 2009
[Exact legal description pursuant to Commitment for Title Insurance and in accordance with the
survey and plat as provided hereunder to govern].
148066v8
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EXHIBIT B
Permanent Easement Legal Description:
The Southerly 50.00 feet of Lot 2, Block 1 and the Southerly 50.00 feet of Outlot A, all in
Frontier Cinema Addition, according to the recorded plat thereof, Carver County,
Minnesota.
148066v8
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E:xJIIBIT C
Temporary Construction Easement Legal Description:
All that part of Lot 2, Block 1 and Outlot A, Frontier Cinema
Addition, according to the recorded plat thereof, Carver County,
Minnesota which lies easterly and southwesterly of the following
described line:
Commencing at the northeast corner of Outlot A, Frontier Cinema
Addition; thence South 89 degrees 26 minutes 33 seconds West, an
assumed bearing along the northerly line of said Outlot A, a
distance of 85.87 feet to the point of beginning of the line to be
described; thence South 0 degrees 06 minutes 20 seconds East, a
distance of 148.67 feet; thence North 85 degrees 59 minutes 28
seconds West, a distance of 183.29 feet to the westerly line of said
Lot 2 and said line there terminating.
AND
Beginning at the southeast comer of Outlot A Frontier Cinema
Addition, according to the recorded plat thereof; thence North 00
degrees 33 minutes 26 seconds West, an assumed bearing along
the easterly line of said Outlot A, a distance of 110.00 feet; thence
North 17 degrees 52 minutes 40 seconds East, along the easterly
line of said Outlot A, a distance of 47.43 feet; then North 00
degrees 33 minutes 27 seconds West, along the easterly line of said
Outlot A, a distance of 113.37 feet to the northeast comer of said
Outlot A; thence South 89 degrees 26 minutes 33 seconds West,
along the northerly line of said Outlot A, a distance of 85.87 feet;
thence North 89 degrees 25 minutes 09 seconds East, a distance of
261.47 feet; thence North 00 degrees 35 minutes 05 seconds West,
a distance of 29.09 feet; thence North 89 degrees 24 minutes 55
seconds East, a distance of 112.47 feet; thence South 65 degrees 39
minutes 10 seconds East, a distance of 229.09 feet; thence North
54 degrees 12 minutes 00 seconds East, a distance of 67.98 feet;
thence South 35 degrees 48 minutes 00 seconds East, a distance of
50.00 feet; thence North 54 degrees 12 minutes 00 seconds East, a
distance of 80.00 more or less to a line 207.00 feet easterly and
parallel with the east line of the Northeast Quarter of the
Northwest Quarter; thence South 00 degrees 14 minutes 52
seconds East, along said parallel line a distance of 2.54 feet; thence
North 89 degrees 45 minutes 45 seconds East, a distance of 15.00
feet to the west line of Outlot A, Old Village Hall; thence South 00
degrees 14 minutes 52 seconds East, along said west line of Old
Village Hall, a distance of 27.71 feet to the southwest comer of
148066v8
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said Outlot A; thence South 88 degrees 48 minutes 16 seconds
East, along the south line of said Outlot A, a distance of 59.88 feet
to the southeast comer of said Outlot A; thence North 00 degrees
14 minutes 52 seconds West, along the easterly line of said Outlot
A, a distance of 32.53 feet; thence South 88 degrees 48 minutes 24
seconds East, a distance of 0.48 feet to the southwesterly line of
Great Plains Boulevard; thence southeasterly along said
southwesterly line of Great Plains Boulevard to its intersection
with the north line of the Chicago, Milwaukee, S1. Paul and Pacific
Railroad Company's right of way, as now laid out and established;
thence southwesterly along the north line of the Chicago,
Milwaukee, S1. Paul and Pacific Railroad Company's right of way
to the point of beginning.
Which legal description may be revised based on the platted legal description following the
recording of the plat for the Chanhassen Transit Station, City of Chanhassen, Carver County,
Minnesota, consistent with the preliminary plat for the Chanhassen Transit Station, prepared by
Kimley-Horn and Associates, Inc., dated October 19,2009
[Exact legal description pursuant to Commitment for Title Insurance and in accordance with the
survey and plat as provided hereunder to govern].
148066v8
19
EX rt I B L --r D
RELOCATION AGREEMENT
TillS RELOCATION AGREEMENT ("Agreement"), dated for reference purposes
only, the _ day of , 20~ by and between BLOOMBERG COMPANIES
INCORPORATED, a Minnesota corporation ("Seller"), and the CITY OF CHANHASSEN, a
Minnesota municipal corporation ("City"). .
.. RECITALS
A. The City is acquiring property from Seller in accordance with the terms of the
Purchase Agreement to which this Agreement is attached as an Exhibit for the construction of a
transit station ("Purchase Agreement"), for the property legally described in Exhibit A, attached
her~to and incorporated herein ("Property").
B. The City is obligated to provide certain relocation services and other benefits to
Seller pursuant to the Uniform Relocation Assistance Act (the "Act") and other applicable law.
Seller has been advised of its rights and payments that Seller may be eligible to receive pursuant
to the Act including payments for Minimum Compensation under Minn. Stat. 117:187.
C. 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.
D. Seller and Purchaser desire to enter into this Agreement to confirm their
understanding of the Seller's release, 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, in consideration of the mutual promises, covenants and
agreements hereinafter contained, including the Purchase Agreement, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Relocation Payment.. The City will pay Seven Hundred Twenty-six Thousand
Five Hundred Forty Eight and No/lOO ($726,548.00) under the terms of the Purchase
Agreement, which amount includes any and all amounts for minimum compensation damages
and relocation expenses under the Act resulting from the City's acquisition of the Property under
the terms of the Purchase Agreement.
2. Seller's Acknowledgements. Effective as of the date hereof, Seller hereby
acknowledges Seller has consulted a relocation specialist and the Relocation Payment provided
hereunder includes a negotiated amount and full payment for Relocation Benefits and any and all
amounts for Minimum Compensation Benefits required under the Act. and any other applicable
state and federal eminent domain provisions with respect to the Property and the full Scene Shop,
as further identified in the Purchase Agreement, whether fully located on the Property or
property abutting the Property identified under the terms of the Agreement. Seller releases and
discharges the City, its officers, employees, agents, successors and assigns, of and from any and
all liability can claims, at law or in equity, and under any state or federal law, for additional
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. /
3. Effective as of the date hereof, Seller hereby sells, transfers and assigns to the
City 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.
4. Seller acknowledges that it has freely assigned such rights of its own volition.
5. Seller acknowledges that it has assigned such rights with full knowledge of the
specific relocation benefits to which it would otherwise be entitled.
6. This Agreement may be executed in any number of counterparts, each of which
shall be anoriginal, but all of which together shall constitute one instrument.
7. This Agreement shall be null and void if the Agreement shall terminate or if
Closing under the Agreement shall fail to occUr for any reason.
IN WITNESS WHEREOF, this Release of Relocation Benefits Agreement has been executed
by the parties hereto as of the day and year first above written.
SELLER:
BLOOMBERG COMPANIES INCORPORATED
By:
By:
PURCHASER:
CITY OF CHANHASSEN
By:
, Mayor
And:
, City Manager
148066v8
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EXHIBIT A
Le2al descriution of Prouertv:
That part ofthe Northeast Quarter of the Northwest Quarter of Section 13, Township 116, Range
23 which lies North of a line parallel with and 56.50 feet northerly of the Chicago, Milwaukee,
S1. Paul and Pacific Railroad Company main tract center line as now laid out and established,
East of the plat of Frontier Cinema Addition, lying West of the Westerly line of Highway 101
and South of that part of the Northeast Quarter of the Northwest Quarter of Section 13,
Township 116, Range 23 described as follows: Commencing at a point on the North line of said
Section 13, distant 312.0 feet West from the North Quarter comer thereof; thence South at right
angles to said North line 33.0 feet to the actual point of beginning; thence continuing South
along the last described course 94.66 feet to the Southerly right-of-way line of Highway 101;
thence Southeasterly along said Southerly right-of-way line a distance of 12.58 feetalong a
curve concave to the Southwest, having a delta of 2 degrees 33 minutes 55 seconds and a radius
of281.00 feet; thence South 38 degrees 51 minutes 39 seconds East a distance of235.02 feet;
thence South 56 degrees 58 minutes 06 seconds West a distance of 197.68 feet; thence North 88
degrees 06 minutes 20 seconds West, parallel with the North line of said section, a distance of
354.91 feet; thence North 1 degree 11 minutes 04 seconds East a distance of76.15 feet; thence
West parallel with said north line 311.88 feet; thence North parallel withthe West line of said
Northeast Quarter ofthe Northwest Quarter a distance of319.03 feet to a point 33.0 feet South of
the North line of said Section 13; thence East parallel with said North line a distance of 675.18
feet to the point of beginning, Carver County, Minnesota except that part commencing at a
point, said point being the northeast comer of the Northwest Quarter of Section .13, Township
116, Range 23; running thence West on the North Section line of Section 13, Township and
Range aforesaid, a distance of252 feet; thence due South a distance of 188 feet to a point; thence
due East a distance of 60 feet to a point which is the point of beginning of the land herein to be
described; thence due South a distance of 196 feet to a point; thence due East a distance of 60
feet to a point; thence due North a distance of 196 feet to a point; thence due West a distance of
60 feet to the place of beginning. Said tract being in the NE 1/4 ofNW 1/4 of Section 13,
Township 116, Range 23 West.
And except the following described parcel:
That part of the Northwest Quarter of Section 13, Township 116, Range 23, Carver County,
Minnesota, described as follows: Commencing at the Northeast comer of said Northwest
Quarter; thence South along the East line of said Northwest Quarter a distance of351.5 feet;
thence West at right angles 192.0 feet more or less to its intersection with a line 192.0 feet West
of and parallel with the East line of said Northwest Quarter, as measured along a line parallel
with the North line of said Northwest Quarter, to the actual point of beginning; thence continuing
along the last described course 15.0 feet; thence North parallel with the East line of said
Northwest Quarter to a line 303.0 feet South of and parallel with the North line of said Northwest
Quarter, as measured along a line parallel with the East line of said Northwest Quarter; thence
East parallel with the North line of said Northwest Quarter a distance of 15.0 feet to a line 192.0
feet West of and parallel with the East line of said Northwest Quarter, as measured along a line
148066v8
22
parallel with the North line of said Northwest Quarter; thence South parallel with the East line of
said Northwest Quarter to the point of beginning.
To be platted as Lot 1, Block 2 and Outlot B, Chanhassen Transit Station, City of Chanhassen,
Carver County, Minnesota, as shown on the preliminary plat for the Chanhassen Transit Station,
prepared by Kimley-Hom and Associates, Inc., dated October 19,2009
[Exact legal description pursuant to Commitment for Title Insurance and in accordance with the
survey and plat as provided hereunder to govern].
148066v8
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,
PUBLIC IMPROVEMENT
AND SPECIAL ASSESSMENT AGREEMENT
(Tax Parcel No.
)
.4'
THIS AGREEMENT (the "Agreement") made this , * day of
N--'O ~ , 2009, by and between the CITY OF CHANHASSEN, a Minnesota
municipal corporation ("City") with offices at 7700 Market Boulevard, Chanhassen, Minnesota
55317, and BLOOMBERG COMPANIES INCORPORATED, a Minnesota corporation,
whose address is 525 West 78th Street, Chanhassen, Minnesota 55317 ("Owner").
RECITALS
A. The Owner owns real property located in the City ofChanhassen, Carver County,
Minnesota, legally described on Exhibit "A" attached hereto and incorporated herein ("Subject
Property"), also referred to as Tax Parcel No.
B. The City of Chanhassen intends to have constructed street, storm drainage, water
main, and sanitary sewer improvements (the "Public Improvement"), in conjunction with
Southwest Metro Transit's construction of a Downtown Parking Ramp. A copy of the
Engineering Feasibility Report is attached hereto and incorporated herein as Exhibit "B". The
current estimated project cost of the Public Improvement is $1,822,264.00 including but not
limited to land acquisition, building demolition, tenant relocation, engineering, testing, financing,
legal, inspection, and construction costs.
C.
herein.
Owner is requesting the project and is in agreement with the assessment set forth
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. ASSESSMENT. The Subject Property shall be assessed $739,553.00 by the City
The assessment shall be spread over eight years, together with six percent interest (6 %) per year on
144622v06
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the unpaid balance. Interest shall accrue from February 1,2010, however payment of the special
assessments will be deferred to taxes payable in 2012.
2. WAIVER. The Owner, by signing this Agreement, waives any and all
procedural and substantive objections to both the Public Improvement and the special assessment
against the Subject Property, including but not limited to hearing requirements and any claims
that the assessment exceeds the benefit to the Subject Property. The Owner waives any appeal
rights otherwise available pursuant to Minn. Stat. ~ 429.081.
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:
Thomas A. Furlong, Mayor
By:
Todd Gerhardt, City Manager/Clerk
OWNER:
BLOOMBERG COMPANIES INCORPORATED
By: Its~
By: ~~ V: t-< Pv---,(lU-
Its
144622v06
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STATE OF MINNESOTA )
( ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this day of
,2009, by Thomas A. Furlong and by Todd Gerhardt, the Mayor and City
Manager/Clerk of the City of Chanhassen, a Minnesota municipal corporation pursuant to the
authority granted by its City Council.
Notary Public
STATE OF MINNESOTA )
.11 ~I/~ 0 (ss.
COUNTYOF~ )
. I The foregoing instrument was aclrnowledoet before me this {(J ~Y_~f /
1~009,by CLA-'1IO/<J .. ~br;:lbU-JJS~ '
the _E X. fi:.<!- u rl V E.. -- Vie is. PR.1i )t.oGMr"t>fBloomberg Companies
Incorporated, a Minnesota corporation, on behalf of the corporation.
.&
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
1380 Corporate Center Curve, Suite 317
Eagan, MN 55121
Telephone: (651) 452-5000
RNK: SID
144622v06
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EXHmIT "A"
TO
. PUBLIC IMPROVEMENT
AND ASSESSMENT AGREEMENT
DESCRIPTION OF THE SUBJECT PROPERTY
Tax Parcel No.
Legally described as:
144622v06
4
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EXHIBIT "B"
TO
PUBLIC IMPROVEMENT
AND ASSESSMENT AGREEMENT
ENGINEERING FEASIBILITY REPORT
144622v06
5
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RELOCATION AGREEMENT
THIS RELOCATION AGREEMENT ("Agreement"), dated the _ day of
, 20_, by and between the CITY OF CHANHASSEN, a Minnesota
municipal corporation ("City") and INTERNA TIONAL THEA TERS
CORPORA TION, a Minnesota corporation ("Tenant").
RECITALS
A. The City is acquiring property from Bloomberg Companies, Inc. ("Seller")
in accordance with the terms of a Purchase Agreement between Seller and the City for
the construction of a transit station ("Purchase Agreement"), for the property legally
described in Exhibit A, attached hereto and incorporated herein ("Property").
B. Tenant leases from Seller a scene shop located in the northwestern portion
of the Property ("Scene Shop") under a month to month tenancy.
C. As part of the acquisition, the City desires to terminate Tenant's lease
effective March 1,2010;
D. The City is obligated to provide certain relocation services and other
benefits to Tenant pursuant to the Uniform Relocation Assistance Act (the "Act") and
other applicable law. Seller has been advised of its rights and payments that Tenant may
be eligible to receive pursuant to the Act.
E. Tenant 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 Tenant under the Act.
F. Tenant and City desire to enter into this Agreement to confirm their
understanding of the Tenant's lease termination, release, sale and assignment of any
claim for any relocation benefits and/or other relocation costs due or payable to Tenant,
whether pursuant to the Act or otherwise.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter contained and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, for themselves, their successors
and assigns, agree as follows:
1. Relocation Payment. The City will pay for Relocation Benefits under the Act
resulting from the City's acquisition of the Scene Shop under the terms of the Purchase
Agreement and termination of Tenant's Lease effective March 1,2010, estimated at One
Hundred Thousand and no/100 ($100,000.00).
~~kV\r\~~"+ :It- S""
2. Tenant's Acknowledgements.
a. Effective as of the date hereof, Tenant hereby acknowledges Seller has
consulted a relocation specialist and the Relocation Payment provided hereunder includes
a negotiated amount and full payment for Relocation Benefits and any and all amounts
required under the Act and any other applicable state and federal eminent domain
provisions with respect to the City's acquisition of the Scene Shop and termination of the
Tenant's Lease effective March 1, 2009, including any portion of the Scene Shop located
on property abutting the Property identified under the terms of the Agreement.
b. Tenant releases and discharges the City, its officers, employees, agents,
successors and assigns, of and from any and allliability.can claims, at law or in equity,
and under any state or federal law, for additional 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.
c. Tenant acknowledges that it received notice of the need to vacate the
Property more than 90 days prior to the March 1, 2009 lease termination date.
3. Effective as of the date hereof, Tenant hereby sells, transfers and assigns to the
City any benefits, payments, claims or other rights due or payable to Tenant pursuant to
the Act (or other federal or state law provisions) with respect to Tenant's Lease of the
Property.
4. Tenant acknowledges that it has freely assigned such rights of its own volition.
5. Tenant acknowledges that it has assigned such rights with full knowledge of the
specific relocation benefits to which it would otherwise be entitled.
6. 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.
IN WITNESS WHEREOF, this Relocation Agreement has been executed by the
parties hereto as of the day and year first above written.
2
STATE OF MINNESOTA )
)ss.
COUNTY OF )
day of
of
, on its behalf.
The foregoing instrument was acknowledged before me this
, 2009, by , the
, a
Notary public
CITY:
CITY OF CHANHASSEN
By:
, Mayor
And:
, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 2009, by and , the
Mayor and City Manager of the City of Chanhassen, a Minnesota municipal corporation,
on its behalf.
Notary Public
3
i
EXHIBIT A
Le2:al description of Property:
That part of Bloomberg's Property, City of Chanhassen, Carver County, Minnesota
described as follows:
That part of the Northeast Quarter of the Northwest Quarter of Section 13, Township 116,
Range 23which lies North of the Northerly line of the Chicago, Milwaukee, St.Pauland
Pacifiq Railroad Company's main track center line as now laid out and established, East
of the plat of Frontier Cinema Addition, lying West of the Westerly line of Highway 101
and South of that part of the Northeast Quarter of the Northwest Quarter of Section 13,
Township 116, Range 23, described as follows: Commencing at a point on the North line
of said Section 13, distant 312.0 feet West from the North 1/4 comer thereof; thence
South at right angles to said North line 33.0 feet to the actual point of beginning; thence
continuing South along the last described course 94.66 feet to the Southerly r/w line of
Highway 101, thence Southeasterly along said Southerly r/w line a distance of 12.58 feet
along a curve concave to the Southwest, having a delta of 2 degrees 33 minutes 55
seconds and a radius of 281.00 feet; thence South 38 degrees 51 minutes 39 seconds East
a distance of235.02 feet; thence South 56 degrees 58 minutes 06 seconds West a distance
of 197.68 feet; thence North 88 degrees 06 minutes 20 seconds West, parallel with the
North line of said section, a distance of 354.91 feet thence North 1 degree 11 minutes 04
seconds East a distance of 76.15 feet; thence West parallel with said North line 311.88
feet; thence North parallel with the West line of said NE 1/4 of the NW 1/4 a distance of
319.03 feet to a point 33.0 feet South of the North line of said Section 13; thence East
parallel with said North line a distance of 675.18 feet to the point of beginning, Carver
County, Minnesota.
To be platted as Lot 1, Block 2 and Outlot B, Chanhassen Transit Station, City of
Chanhassen, Carver County, Minnesota (consisting of approximately 76,605 square feet),
as shown on the preliminary plat for the Chanhassen Transit Station, prepared by Kimley-
Horn and Associates, Inc., dated October 19,2009
[Exact legal description pursuant to Commitment for Title Insurance and in accordance
with the survey and plat as provided hereunder to govern].
4
/
/
'.:,
(
RELOCATION AGREEMENT
TIDS RELOCATION AGREEMENT ("Agreement"), dated for reference purposes
only, the J.L day of nJ tP ~ , 20~ by and between BLOOMBERG COMPANIES
INCORPORA TED, a Minnesota corporation ("Seller"), and the CITY OF CHANHASSEN, a
Minnesota municipal corporation ("City").
" RECITALS
A. The City is acquiring property from Seller in accordance with the terms of the
Purchase Agreement to which this Agreement is attached as an Exhibit for the construction of a
transit station ("Purchase Agreement"), for the property legally described in Exhibit A, attached
her~to and incorporated herein ("Property").
B. The City is obligated to provide certain relocation services and other benefits to
Seller pursuant to the Uniform Relocation Assistance Act (the "Act") and other'applicable law.
Seller has been advised of its rights and payments that Seller may be eligible to receive pursuant
to the Act including payments for Minimum Compensation under Minn. Stat. 117 ~ 187.
C. 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.
D. Seller and Purchaser desire to enter into this Agreement to confirm their
understand1ng of the Seller's release, 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, in consideration of the mutual promises, covenants and
agreements hereinafter contained, including the Purchase Agreement, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Relocation Payment. The City will pay Seven Hundred Twenty-six Thousand
Five H\lIldred Forty Eight and No/lOO ($726,548.00) under the terms of the Purchase
Agreement, which amount includes any and all amounts for minimum compensation damages
and relocation expenses under the Act resulting from the City's acquisition of the Property under
the terms of the Purchase Agreement.
2. Seller's Acknowledgements. Effective as of the date hereof, Seller hereby
acknowledges Seller has consulted a relocation specialist and the Relocation Payment provided
hereunder includes a negotiated amount and full payment for:Relocation Benefits and any and all
amounts for Minimum Compensation Benefits required under the Act' and any other applicable
state and federal eminent domain provisions with respecqo the Property and the full Scene Shop,
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as further identified in the Purchase Agreement, whether fully located on the Property or
property. abutting the Property identified under the terms of the Agreement. Seller releases and
discharges the City, its officers, employees, agents, successors and assigns, of and from any and
all liability can claims, at law or in equity, and under any state or federal law, for additional
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.
3. Effective as of the date hereof, Seller hereby sells, transfers and assigns to the
City 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.
4. Seller acknowledges that it has freely assigned such rights of its own volition.
5. Seller acknowledges that it has assigned such rights with full knowledge of the
specific relocation benefits to which it would otherwise be entitled.
6. 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.
7. This Agreement shall be null and void if the Agreement shall terminate or if
Closing under the Agreement shall fail to occur for any reason.
IN WITNESS WHEREOF, this Release of Relocation Benefits Agreement has been executed
by the parties hereto as of the day and year first above written.
SELLER:
BLOO~. CORPORATED
By:
By:
/J -+- 11, ~ .
~ l/1{lJt. ~
PURCHASER:
CITY OF CHANHASSEN
By:
, Mayor
And:
, City Manager
EXHIBIT A
Lee:al description of Property:
That part ofthe Northeast Quarter of the Northwest Quarter of Section 13, Township 116, Range
23 which lies North of a line parallel with and 56.50 feet northerly of the Chicago, Milwaukee,
S1. Paul and Pacific Railroad Company main tract center line as now laid out and established,
East of the plat of Frontier Cinema Addition, lying West of the Westerly line of Highway 101
and South of that part of the Northeast Quarter of the Northwest Quarter of Section 13,
Township 116, Range 23 described as follows: Commencing at a point on the North line of said
Section 13, distant 312.0 feet West from the North Quarter comer thereof; thence South at right
angles to said North line 33.0 feet to the actual point of beginning; thence continuing South
along the last described course 94.66 feet tothe Southerly right-of-way line of Highway 101;
thence Southeasterly along said Southerly right-of-way line a distance of 12.58 feet along a
curve concave to the Southwest, having a delta of2 degrees 33 minutes 55 seconds and a radius
of281.00 feet; thence South 38 degrees 51 minutes 39 seconds East a distance of235.02 feet;
thence South 56 degrees 58 minutes 06 seconds West a distance of 197.68 feet; thence North 88
degrees 06 minutes 20 seconds West, parallel with the North line of said section, a distance of
354.91 feet; thence North 1 degree 11 minutes 04 seconds East a distance of 76.15 feet; thence
West parallel with said north line 311.88 feet; thence North parallel with the West line of said
Northeast Quarter of the Northwest Quarter a distance of319.03 feet to a point 33.0 feet South of
the North line of said Section 13; thence East parallel with said North line a distance of675.18
feet to the point of beginning, Carver County, Minnesota except that part commencing at a
point, said point being the northeast comer of the Northwest Quarter of Section.13, Township
116, Range 23; running thence West on the North Section line of Section 13, Township and
Range aforesaid, a distance of 252 feet; thence due South a distance of 188 feet to a point; thence
due East a distance of 60 feet to a point which is the point of beginning of the land herein to be
described; thence due South a distance of 196 feet to a point; thence due East a distance of 60
feet to a point; thence due North a distance of 196 feet to a point; thence due West a distance of
60 feet to the place of beginning. Said tract being in the NE 1/4 ofNW 1/4 of Section 13,
Township 116, Range 23 West.
And except the following described parcel:
That part of the Northwest Quarter of Section 13, Township 116, Range 23, Carver County,
Minnesota, clescribed as follows: Commencing at the Northeast comer of said Northwest
Quarter; thence South along the East line of said Northwest Quarter a distance of 351.5 feet;
thence West at right angles 192.0 feet moreor less to its intersection with a line 192.0 feet West
of and parallel with the East line of said Northwest Quarter, as measured along a line parallel
with the North line of said Northwest Quarter, to the actual point of beginning; thence continuing
along the last described course 15.0 feet; thence North parallel with the East line of said
Northwest Quarter to a line 303.0 feet South of and parallel with the North line of said Northwest
Quarter, as measured along a line parallel with the East line of said Northwest Quarter; thence
East parallel with the North line of said Northwest Quarter a distance of 15.0 feet to a line 192.0
feet West of and parallel with the East line of said Northwest Quarter, as measured along a line
148066v8
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parallel with the North line of said Northwest Quarter; thence South parallel with the East line of
said Northwest Quarter to the point of beginning.
To be platted as Lot 1, Block 2 and Outlot B, Chanhassen Transit Station, City of Chanhassen,
Carver County, Minnesota, as shown on the preliminary plat for the Chanhassen Transit Station,
prepared by Kimley-Horn and Associates, Inc., dated October 19,2009
[Exact legal description pursuant to Commitment for Title Insurance and in accordance with the
survey and plat as provided hereunder to govern].
148066v8
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CHANHASSEN STATION
MASTER DEVELOPMENT SCHEDULE
Item
Date
City Council receives revised feasibility study and calls public
hearing for November 23
November 9,2009
Planning Commission considers site plan and preliminary plat
November 17, 2009
City Council considers:
. Public hearing on revised feasibility study
. Purchase Agreement with Bloomberg Companies
. Cooperative Agreement with SouthWest Transit
. Redevelopment Agreement with Bloomberg Companies
. Special Assessment Agreement with Bloomberg Companies
. Site Plan and Preliminary and Final Plat
November 23,2009
Next City Council meeting (if needed)
December 14, 2009
A #<1\ e..~ \h\~I>'\ t' ~ '7