11. Betty O'Shaughnessy: Purchase Agreement.1
MEMORANDUM
FROM: Todd Gerhardt, Assistant City Manager i C Counc
DATE: January 11, 1996
SUBJ: Consider Approval of Purchase Agreement with the Audubon 92 General
Partnership .,
I TO.: Don Ashworth, City Manager
Attached for the city council's consideration is apurchase agreement with Audubon 92 General
Partnership for acquisition of Outlot A, Chanhassen Business Center (see Attachment #1). The
parcel under consideration is located west of the Chanhassen Business Center (see Attachment
#2). This parcel has been identified in the City's Tax Increment Financing Plan and the City's
Comprehensive Plan as area that should b9,preserved as, open space (see Attachment #3). This
parcel is integral to the Bluff Creek greenway and trailwd corridor.
CITY" OF 11.
CHANHASSEN
690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317
(612) 937 -1900 • FAX (612) 937 -5739
gctW by Cf y Administ
Mod'ill e
Ds, - - — to C-�;rnmisslon
'Date
The purchase price for this property,"was determined by using only the upland portion which total
5.5 acres out of a total 14.3 acres j Outlot A. It should be noted that the city would own all 14.3
acres. The purchase price is calculated as follows:
5.5 acres x
_ $182,457.52
special assessments of
UPPIuxuiid�Fly 0 i/
Based on the undeveloped market values of residential property of $27,500 and iricustrial
' property at $45,000 /acre, staff aril the Audubon 92 General Partnership,, through negotiations,
determined a fair purchase price of approximately $33,QQ0;per acre not including assessments. It
should be noted that negotiations revolving ar(:; nd xhis property have been ongoing for the past
' four years. The council will also want to recall'tl�e
% `failed condemnation of 2.35 acres of property
just to the north of this site. The "city's" appraisal of this 2.35 acres resulted in a value of
$86,000 per acre.
' To finance this acquisition, staff would recommend the city council pledge the available tax
increment from TIF District No. 2 -2 as outlined in the Tax Increment Financing Plan. Currently,
Mr. Don Ashworth
January 17, 1996
Page 2
staff estimates the available tax increment to be $350,000, but the city council should be aware
that this number will grow as future businesses locate in the business park. The available
increment today has been generated by the following developments: Paulstar, Power Systems,
Control Products and David Obee.
Recommendation
Staff would recommend that the city council approve the purchase agreement with Audubon 92
General Partnership for the acquisition of Outlot A (14.3 acres), Chanhassen Business Park for a
purchase price of $182,457.52, and that the city assume payment of special assessments up to the
amount of $72,000.
Attachments
1. Purchase Agreement for Outlot A.
2. Location map.
3. Excerpts from the City's Tax Financing Plan and Comprehensive Plan.
u
u
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement ") made and entered into this day of
corporate and politic under the laws of the State of Minnesota, with offices at 690 Coulter
Drive, P.O. Box 147, Chanhassen, MN 55317 (referred to herein as the "Buyer ") and
AUDUBON 92 GENERAL PARTNERSHIP, a general partnership, existing under the laws
of the State of Minnesota (referred to herein as the "Seller ").
IN CONSIDERATION of the mutual covenants and agreements herein, it is hereby
, 1996, by and between the CITY OF CHANHASSEN, a public body
mutually agreed by Seller and Buyer as follows:
SECTION 1.
SALE AND PURCHASE OF LAND
1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms
and conditions hereof, the following property (all collectively referred to as the "Subject
Property
1.1.1) The land in Carver County, Minnesota, legally described on Exhibit
"A" to be attached hereto and incorporated herein.
SECTION 2.
PURCHASE PRICE
2.1) The purchase price for the Subject Property (the "Purchase Price ") shall be in a
dollar amount equal to One Hundred Eight Two Thousand Four Hundred Fifty Seven
Dollars and 52/100 ($182,457.52), payable by Buyer to Seller as follows:
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2.1.1) The full amount of the purchase price in cash on the date of Closing.
1 CHAN/AUDUBON 92
SECTION 3.
TITLE MATTERS
3.1) Seller shall furnish to Buyer within twenty (20) days hereof a current
commitment for the issuance of an ALTA Form B owner's policy of title insurance (the
"Commitment ") issued by Chicago Title Insurance Company ( "Title ") in the amount of One
Hundred Eight Two Thousand Four Hundred Fifty Seven Dollars and 52 /100
($182,457.52), committing to insure that Buyer will have good and marketable title to the
Subject Property, except for standard exceptions to title and except matters to which Buyer
may consent in writing. Buyer shall have fifteen (15) days after receipt of the Commitment
to make any objections to the matters disclosed in the Commitment. Such objections to be
made in writing or deemed to be waived.
3.2) In the event any exceptions are listed in the Commitment for title insurance
other than standard exceptions and exceptions that Buyer consents to in writing, if the same
results from any voluntary action by the Seller, or if the same relates to any lien or
encumbrance of a monetary nature, which can be removed by payment of an amount up to
the Purchase Price at closing, the Seller shall cause the exception to be removed on or before
the Closing Date. With regard to any other exceptions, if the Seller fails to remove the same
within the time allowed for closing on the Subject Property, the Buyer shall have the right to
terminate this Agreement.
3.3) Seller shall furnish to Buyer a boundary survey ("Survey") within thirty (30)
days of the execution of this Agreement.
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CHAN/AUDUBON 92 '
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SECTION 4.
CLOSING
' 4.1) The closing (the "Closing ") shall be at a location designated by Seller, and shall
' occur within forty five (45) days after the execution of this Agreement.
4.2) On the Closing Date, Seller shall deliver to Buyer possession of the Subject
' Property in a condition free of debris, trash and rubbish:
' 4.3) On the Closing Date, Seller shall execute and deliver to Buyer:
4.3. 1) A duly executed warranty deed, subject only to: to exceptions
' consented to by Buyer; and
4.3.2) A customary affidavit that there are no unsatisfied judgments of record,
' no actions pending in any state or federal courts, no tax liens, and no bankruptcy
proceeding filed against Seller, and no labor or materials have been furnished to the
Subject Property for which payment has not been made, and that to the best of
Seller's knowledge there are no unrecorded interests relating to the Subject Property.
' 4.4) Seller shall pay at Closing all general real estate taxes levied against the Subject
' Property due and payable for all years prior to the year of Closing. Seller and Buyer shall
prorate to the date of closing the payment of general real estate taxes. Buyer shall assume
' the payment of special assessments currently levied against the Subject Property up to an
amount of $72,000.00.
4.5) Seller shall pay at Closing:
1 4.5.1) state deed tax;
' 4.5.2) all costs associated with obtaining a title insurance commitment,
including name searches, tax searches, bankruptcy searches, and property inspection
fees;
' 4.5.3) recording q fees for corrective instruments required to remove
encumbrances and place marketable title in Buyer's name; and
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4.5.4) all costs incurred for the survey described in Section 3.3;
4.6) Buyer shall pay at Closing:
4.6. 1) all recording fees and charges relating to the filing of the deed; and
4.6.2) title insurance premiums.
4.7) Buyer and Seller shall equally share the closing fee charged by the title
company.
SECTION 5.
COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SELLER
5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of
the consideration therefor, represents, warrants, and covenants with Buyer and its successors
and assigns that:
5.1.1) There are no leases, licenses, options, purchase agreements, rights to
redeem, tenancy agreements, or rights of occupancy, written or verbal, and no person
or party has, or will have any rights of adverse possession, regarding the Subject
Property.
5.1.2) Seller will maintain in force insurance against public liability from such
risk and to such limits as in accordance with prudent business practice and suitable to
the Subject Property from the date hereof to the Closing Date;
5.1.3) To the best of Seller's knowledge, without inquiry, no entity or person
has, at any time:
i) "released" or actively or passively consented to the "release" or
"threatened release" of any Hazardous Substance (as defined
below) from any "facility" or "vessel" located on or used in
connection with the Subject Property or adjacent tracts; or
taken any action in "response" to a "release" in connection with
the Subject Property or adjacent tracts; or
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CHAN /AUDUBON 92 '
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iii) otherwise engaged in any activity or omitted to take any action
deemed to benefit Buyer and its successors and assigns and shall survive any termination or
expiration of this Purchase Agreement or the giving of the Deed. All of Seller's covenants,
' representations and warranties in this Agreement shall be true as of the date hereof and of
' the Closing Date, and shall be a condition precedent to the performance of Buyer's
obligations hereunder. Seller indemnifies Buyer from any breaches of the covenants,
' warranties and representations set forth in this Section 5. If Buyer discovers that any such
' covenant, representation, or warranty is not true, Buyer may elect prior to closing, in
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which could subject Seller or Buyer to claims for intentional or
negligent torts, strict or absolute liability, either pursuant to
'
statute or common law, in connection- with Hazardous
Substances (as defined below) located in or on the Subject
'
Property or adjacent tracts, including the generating,
transporting, treating, storage, or manufacture of any Hazardous
Substance (as defined below). The terms set within quotation
marks above shall have the meaning given to them in the
Comprehensive Environmental Response and Liability Act, 42
U.S.C. Sec. 9601 et set,., as amended ( "CERCLA ") and any
state environmental laws.
5.1.4) To the best of Seller's actual knowledge, without inquiry, no person or
entity, has not, at any time, ever installed, used, or removed any underground storage
tank on or in connection with the Subject Property; and
5.1.5) As part of this agreement, Seller shall execute the well disclosure
certificate attached hereto as Exhibit "B ". Seller shall deliver the well certificate to
Buyer on the date of execution of this agreement. Seller warrants that all statements
'
set forth in the well certificate are true, accurate, and complete to the best of Seller's
knowledge.
'
5.1.6) Seller has the present full authority and power to execute this
Agreement and to close the sale of the Subject Property.
' 5.2)
The covenants, representations, and warranties contained in Section 5 shall be
deemed to benefit Buyer and its successors and assigns and shall survive any termination or
expiration of this Purchase Agreement or the giving of the Deed. All of Seller's covenants,
' representations and warranties in this Agreement shall be true as of the date hereof and of
' the Closing Date, and shall be a condition precedent to the performance of Buyer's
obligations hereunder. Seller indemnifies Buyer from any breaches of the covenants,
' warranties and representations set forth in this Section 5. If Buyer discovers that any such
' covenant, representation, or warranty is not true, Buyer may elect prior to closing, in
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addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may
postpone the Closing Date up to ninety (90) days to allow time for correction.
SECTION 6.
ENVIRONMENTAL /SOIL INVESTIGATION AND TESTING
6.1) Buyer and its agents shall have the right, at the sole option of Buyer, to enter
upon the Subject Property without charge and at all reasonable times from the date of the
execution of this Agreement to perform such environmental investigation and soil tests as
Buyer may reasonably deem appropriate. If Buyer investigates and tests the Subject Property
pursuant to this section, Buyer shall pay all costs and expenses of such investigation and
testing and shall hold Seller harmless from all costs and liabilities arising out of Buyer's
activities. If the purchase and sale contemplated by this Agreement is not closed, Buyer
shall, at its own expense, repair and restore any damage to the Subject Property caused by
Buyer's investigation and testing, and shall return the Subject Property to substantially the
same condition as existed prior to such entry.
SECTION 7.
BUYER'S CONTINGENCIES
The obligations of Buyer under this Agreement are contingent upon each of the
following:
7.1) Buyer shall have determined on or before the Closing Date, that it is satisfied,
in its sole discretion, with the results of the environmental /soil investi and tests of the
Subject Property;
7.2) Buyer shall have determined on or before the Closing Date, that it is satisfied
with the results of the survey letter referenced in Section 3.3 herein.
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SECTION S.
MISCELLANEOUS
8.1) The covenants, warranties and representations made by Seller and Buyer shall
survive the Closing of this transaction.
8.2) Any notice, demand, or request which may be permitted, required or desired to
be given in connection herewith shall be in writing and sent by certified mail directed to
Seller or Buyer. Any notice shall be deemed effective when delivered to the party to whom
it is directed. Unless other addresses are given in writing, notices shall be sent to Seller or
Buyer at the applicable address stated on the first page of this Agreement.
8.3) Time shall be of the essence in this Agreement. If any date or time prescribed
by this Agreement falls on a Saturday, Sunday or holiday, such date or time shall
automatically be extended to the next normal business day.
acknowledged and delivered to the other party any and all further instruments and assurances
8.4) Each party hereto shall promptly, on the request of the other party, have
reasonably requested or appropriate to evidence or give effect to the provisions of this
' Agreement.
1
8.5) This Agreement represents the entire agreement of the parties with respect to the
transfer and sale of the Subject Property from Seller to Buyer and all prior agreements,
understandings, or negotiations between the parties are hereby revoked and superseded
hereby. No representations, warranties, inducements, or oral agreements have been made by
any of the parties, except as expressly set forth herein, or in other contemporaneous written
agreements. This Agreement may not be changed or modified except by a written agreement
32753 CHAN/AUDUSON 92
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signed by Seller and Buyer. This Agreement shall not affect the rights and obligations of
Seller and Buyer under any development contract or any other agreement affecting the
development of property adjacent to the Subject Property.
8.6) If Buyer defaults under any of the terms hereof, Seller shall have the right to
pursue any remedies which are available to Seller at law or equity (including specific
performance), plus attorney's fees incurred in pursuing such remedies.
8.7) If Seller defaults under any of the terms hereof, including, without limitation,
the delivery of marketable title to the Subject Property as set forth in Section 4 hereof, then
Buyer shall have the right to pursue any remedies available to Buyer at law or in equity,
including without limitation, specific performance, damages, and the cancellation of this
Agreement, plus attorneys fees incurred in pursuing such remedies.
8.8) If any provision of this Agreement is declared void or unenforceable, such
provision shall be deemed severed from this Agreement, which shall otherwise remain in full
force and effect.
8.9) Failure of any party to exercise any right arising out of a breach of this
Agreement shall not be deemed a waiver of any right with respect to any subsequent or
different breach, or the continuance of any existing breach.
8.10) This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, personal representatives, successors and assigns.
8.11) Seller and Buyer represent and warrant to each other that they have not
engaged or dealt with any broker or agent with respect to the Subject Property.
Notwithstanding the foregoing, Buyer and Seller shall each defend, indemnify and hold the
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other harmless from and against all claims, losses and liabilities incurred by the indemnified
party in connection with any claim or demand by any person or entity from any brokers,
finders, or other fee or compensation in connection with the indemnifying party's entry into
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
BUYER:
CITY OF CHANHASSEN
M.
Donald J. Chmiel, Mayor
By:
Don Ashworth, City Manager
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CHAN/AUDUBON 92
SELLER:
AUDUBON 92 GENERAL
I
STATE OF MINNESOTA )
)
COUNTY OF
The foregoing instrument was ac W
o edged before me this h day of
1996, by, a General Partner of
k '/ � Yl h l
AUDUBQN'92 GENERAL PAR "NERSHIP, — a - g'6 under the laws of the
State of Minnesota, on behalf of the said general partnership.
"
ARLIS JEAN � ml KLE AR / `�° 2,
N11 F !0 ITA
W
; PUBUC.
CARVER CO U NTY
Notary Publ
- Y
My Commission Expires Jan. 31, 2000
STATE OF MINNESOTA
ss.
COUNTY OF CARVER
This instrument was acknowledged before me this _ day of
, 1996 by Donald J. Chmiel, the Mayor, and Don Ashworth, the City
Manager, for the CITY OF CHANHASSEN, a public body corporate and politic under the
laws of the state of Minnesota by and through the authority granted by its City Council.
:Z>
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A.
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Telephone: (612) 452-5000
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32753 CHAN/AUDUBON 92
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EXHIBIT "A"
to
REAL ESTATE PURCHASE AGREEMENT
Legal Description of the Subject Property
Outlot A, Chanhassen Business Center, according to the recorded plat thereof.
1
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CHAN /AUDUBON 92
MINNESOTA DEPARTMENT OF HEALTH
Well Management Unit, 925 Delaware Street Southeast, P.O. Box 59040, Minneapolis. Minnesota 55459.0040 (612) 627.5408 or 1- 800. 383.9808
WELL DISCLOSURE CERTIFICATE
PLEASE TYPE OR PRINT ALL INFORMATION
Person filing deed must attach a $20 fee payable to the county recorder.
A. PROPERTY DESCRIPTION
Attach a legal description of the property if the property does not have a lot number, block number,
and addition name.
COUNTY
LOT NUMBER
BLOCK NUMBER
ADDITION NAME
STREET ADDRESS
CITY
STATE
ZIP CODE
B. PROPERTY BUYER MAILING ADDRESS AFTER CLOSING
FIRST NAME
MIDDLE INITIAL
LAST NAME
COMPANY NAME (IF APPLICABLE)
ADDRESS
ADDRESS
CITY
STATE
ZIP CODE
TELEPHONE NUMBER
C. CERTIFICATION BY SELLER
I certify that the information provided on this certificate is accurate and complete to the best of my knowledge.
Signature of Seller or Designated Representative of Seller Date
D. CERTIFICATION BY BUYER
The buyer or person authorized to act on behalf of the buyer, must sign a Well Disclosure Certificate for all deeds given in fulfillment of a
contract for deed if there is a well on the property.
In the absence of a seller's signature, the buyer, or person authorized to act on of the buyer may sign this well certificate.
No signature is required by the buyer if the seller has signed above.
Based on disclosure information provided to me by the seller or other available information, I certify that the information on this certificate
is accurate and complete to the best of my knowledge.
Signature of Buyer or Designated Representative of Buyer Date
MINNESOTA DEPARTMENT OF HEALTH
WELL DISCLOSURE CERTIFICATE
PLEASE TYPE OR PRINT ALL INFORMATION
* fill out a separate well information page if more than three wells are located on the property.
P rtY .
YEAR WELL WAS SEALED (IF KNOWN)
WELL #2
' COUNTY QUARTER SECTION NUMBER I TOWNSHIP NUMBER RANGE NUMBER
WELL STATUS YEAR WELL WAS SEALED (IF KNOWN)
WELL IS: ❑ IN USE (1) ❑ NOT IN USE (2) ❑ SEALED BY LICENSED WELL CONTRACTOR (3)
WELL #3
COUNTY QUARTER SECTION NUMBER I TOWNSHIP NUMBER RANGE NUMBER
WELL STATUS YEAR WELL WAS SEALED (IF KNOWN)
WELL IS: ❑ IN USE (1) ❑ NOT IN USE (2) ❑ SEALED BY LICENSED WELL CONTRACTOR (3)
' SKETCH MAP — Sketch the location of the well(s) and include estimated distances from roads, streets, and buildings.
IF MORE THAN ONE WELL ON PROPERTY, USE THE WELL LOCATION NUMBER ABOVE TO IDENTIFY EACH WELL.
' Information provided on this form is classified as public information under Minnesota Statutes, Chapter 13.
To request this document in another format call 627 -5100 or TDD through Minnesota Relay Service at (612) 297 -5353 or toll free
1 800 - 627 -3529 (Greater Minnesota).
'
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FIGURE 2 LI
[� ACQUISITION
Development District No. 2
T.I.F. District No. 2 -1
��••�■ T.I.F. District No. 2 -2
ARD
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1 No. 2-1
c No PARK
SITE
. 2 -2
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FT STATION
SITE
0 1000' 2000' 3000'
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D. Environmental Controls .
It is anticipated that no development within the Development District will
present major environmental concerns. All City actions, public improvements and
private development will be carried out in a manner which will comply with applicable
environmental standards.
- E. Open Space to be Created.
The open space expected to be created within the Development District will-be-
in accordance withl the development - controls of the City.
F. Public Facilities to be Constructed.
All public facilities constructed within the Development District will be
financially feasible and compatible with the City's long range development plans.
Public improvements proposed within Development District No. 2 include upgrading
of Audubon Road from State Highway No. 5 to Lyman Boulevard and the construction
of Audubon Court westerly from Audubon Road. The City also proposes to construct
streets, storm sewer, water, sanitary sewer, and street lighting within the
Chanhassen Business Center area which is being added to the Development District
through this modification.
1
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The City intends to develop a recreational facility for use by city residents in
R conjunction with new school proposed to be constructed by Independent School
District No. 119' The City also ro oses,to_ purchase land for a future pa rk an
cons on sarutar _sewer lift station. ese will occur in the area being
■/ added t istrict o. Vast result of this modification.
G. Proposed Reuse of Property.
a
Q Pro pert ma be acquired in the future for construction of toe public
im rovemen�s ark sanitary wer tiff 'litbn�a die' recreational facilities
associa a V a new school discussed in Section F above. The precise location of
the recreational facilities has not yet been chosen and the Program will be amended
again when the City has determined the property which will be purchased for this
purpose.
Future proposals for the use of property to be acquired by the City must be
consistent with Development Program objectives and financially feasible. Prior to
acquisition of any property for reuse by a private developer, the City Council may
require a development contract and other guarantees to ensure that sufficient tax
increment or other funds will be available to repay the cost associated with the
property acquisition. Appropriate restrictions regarding the reuse and
a redevelopment of property shall be incorporated into any development contract to
which the City is a party.
H. 11 Development District Fina ncing. .
Within Development District No. 2, the City previously created one TIF
District and is now considering creation of a second TIF district to finance
development activities. Public improvement costs incurred in Development District
No. 2 will be aid through the pledge of tax increment from TIF Distric No. 2-1 an d
the new T Iistrict No
PM25639
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